{"url_path":"/sec/okta/8-k/2026-06-23/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","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":345,"has_tables":true,"body_markdown":"Item 5.07 Submission of Matters to a Vote of Security Holders.\n\nOn June 18, 2026, the Company’s stockholders voted on four proposals at the Annual Meeting, each of which is described in more detail in the 2026 Proxy Statement. Holders of the Company’s Class A Common Stock were entitled to one vote for each share held as of the close of business on April 22, 2026 (the “Record Date”), and holders of the Company’s Class B Common Stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters. Present at the Annual Meeting in person or by proxy were holders of 155,394,333 shares of Class A Common Stock and Class B Common Stock, together representing a total of 224,434,332 votes, constituting a quorum. The final results with respect to each such proposal are set forth below:\n\nProposal 1 — Election of Directors.\n\nThe stockholders elected each of the two persons named below as Class III directors, to serve on the Board until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified. The results of such vote were:\n\nDirector Nominee\nFor\n\nWithheld\nBroker Non-Votes\n\nAnthony Bates189,401,38614,712,06320,320,883\n\nDavid Schellhase197,790,4486,323,00120,320,883\n\nProposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.\n\nThe stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The results of such vote were:\n\nForAgainstAbstain\n\n222,282,4601,836,402315,470\n\nProposal 3 — Advisory Non-Binding Vote on Compensation of Named Executive Officers.\n\nThe stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the 2026 Proxy Statement. The results of such vote were:\n\nForAgainstAbstainBroker Non-Votes\n\n154,747,38049,257,140108,92920,320,883\n\nProposal 4 — Vote to Approve an Amendment to the Company's 2017 Equity Incentive Plan.\n\nThe stockholders approved an amendment to the 2017 Equity Incentive Plan. The results of such vote were:\n\nForAgainstAbstainBroker Non-Votes\n\n144,073,13559,915,901124,41320,320,883"}