{"url_path":"/sec/okta/8-k/2026-06-23/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1660134/0001660134-26-000054-index.html","accession_number":"0001660134-26-000054","cik":"0001660134","ticker":"OKTA","issuer_name":"Okta, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1660134/0001660134-26-000054-index.html","primary_entity_key":"0001660134","primary_entity_name":"Okta, Inc."},"word_count":249,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn June 18, 2026, at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Okta, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Okta, Inc. 2017 Equity Incentive Plan (the “2017 Equity Incentive Plan”). The Company’s Board of Directors (the “Board”) previously approved the Amendment, which became effective immediately following stockholder approval. The key features of the Amendment, as approved, include:\n\n•removal of the termination date, such that the 2017 Equity Incentive Plan will continue until terminated by the Board;\n\n•removal of the existing “evergreen” provision that provided for automatic annual increases to the shares of Class A common stock reserved for issuance; and\n\n•removal of liberal share recycling for stock options and stock appreciation rights.\n\nDescriptions of the Amendment and the terms of the 2017 Equity Incentive Plan are described in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on May 7, 2026 (the “2026 Proxy Statement”), under the heading “Proposal Four: Approval of an Amendment to our 2017 Equity Incentive Plan.” Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the 2017 Equity Incentive Plan, as amended, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 5.02."}