Okta, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring on June 18, 2026, at Okta, Inc.'s 2026 Annual Meeting of Stockholders. The filing details the results of four stockholder proposals and the immediate effectiveness of an amendment to the company's equity incentive plan.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and equity plan amendments.
Material Changes and Corporate Actions
- Equity Plan Amendment: Stockholders approved an amendment to the 2017 Equity Incentive Plan effective immediately. Key changes include removing the plan's termination date, eliminating the automatic "evergreen" provision for annual share increases, and removing liberal share recycling for stock options and stock appreciation rights.
- Director Elections: Stockholders elected Anthony Bates and David Schellhase as Class III directors to serve until the 2029 annual meeting.
- Accounting Firm Ratification: Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027.
- Executive Compensation: Stockholders approved the advisory non-binding vote on the compensation of Named Executive Officers.
Voting Results and Management Commentary
A total of 224,434,332 votes were cast at the meeting, constituting a quorum. The voting results were as follows:
- Proposal 1 (Directors): Anthony Bates received 189,401,386 "For" votes; David Schellhase received 197,790,448 "For" votes.
- Proposal 2 (Auditor): 222,282,460 "For" votes; 1,836,402 "Against" votes.
- Proposal 3 (Say-on-Pay): 154,747,380 "For" votes; 49,257,140 "Against" votes.
- Proposal 4 (Equity Plan Amendment): 144,073,135 "For" votes; 59,915,901 "Against" votes.
The filing notes that detailed descriptions of the equity plan amendment are available in the 2026 Proxy Statement filed on May 7, 2026.
Investor Verification Checklist
- Review the full text of the amended 2017 Equity Incentive Plan (Exhibit 10.1) to understand the specific mechanics of the removed "evergreen" and recycling provisions.
- Consult the 2026 Proxy Statement (filed May 7, 2026) for the rationale behind the equity plan changes and executive compensation details.
- Verify the impact of the removed share recycling provisions on future dilution and share reserve availability.
- Confirm the tenure of the newly elected directors (Anthony Bates and David Schellhase) through the 2029 annual meeting.