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Okta, Inc. (NASDAQ: OKTA) filed a Form 8-K covering two governance items: a director resignation and the final voting results of its 2025 Annual Meeting.
Director change: Benjamin Horowitz notified the company on 20 Jun 2025 that he will resign from the Board effective 24 Jun 2025. The departure is not due to any disagreement. The Board size will be reduced from nine to eight seats.
Annual Meeting results (24 Jun 2025):
- Proposal 1 – Director elections: Jeff Epstein (145.2 m “For”, 59.4 m “Withheld”) and J. Frederic Kerrest (200.1 m “For”, 4.5 m “Withheld”) were re-elected as Class II directors until 2028. There were 19.5 m broker non-votes on each nominee.
- Proposal 2 – Auditor ratification: Ernst & Young LLP was ratified as independent registered public accounting firm for FY 2026 with 221.2 m “For” votes (98.8 %).
- Proposal 3 – Say-on-Pay: Executive compensation received 193.5 m “For” votes versus 10.2 m “Against” (90.4 % support).
- Proposal 4 – Say-on-Pay frequency: Stockholders strongly favored an annual advisory vote (202.2 m votes), far surpassing two-year (27 k) and three-year (1.9 m) options. The next frequency vote will be held no later than the 2031 Annual Meeting.
A quorum of 153.0 m shares (224.1 m votes) was present. All proposals passed by wide margins, signaling broad shareholder support for current governance practices. Other than the routine resignation, no operational or financial metrics were disclosed.
Okta Director Jacques Frederic Kerrest reported multiple securities transactions on June 20, 2025. Key transactions include:
- Sold 581 shares of Class A Common Stock in two transactions at weighted average prices of $99.73 and $100.51
- Acquired 2,832 shares through RSU vesting
- Received a new grant of 2,487 RSUs on June 24, 2025, vesting in full by June 24, 2026
The filing also reveals substantial holdings including 1.25 million shares of Class B Common Stock held indirectly through trusts (convertible to Class A shares), and significant stock options with various strike prices ranging from $39.21 to $274.96. The transactions were executed under a Rule 10b5-1 trading plan established in September 2024. Notable is the executive's sabbatical period from November 2022 through October 2023, which affected certain RSU vesting schedules.
Okta Director Michael A. Stankey reported multiple transactions involving Restricted Stock Units (RSUs) and Class A Common Stock:
- On June 20, 2025, 2,832 RSUs vested and were converted to Class A Common Stock at $0 exercise price, bringing his direct stock ownership to 27,224 shares
- On June 24, 2025, Stankey was granted 2,487 new RSUs that will vest fully on the earlier of June 24, 2026, or the day before Okta's next annual stockholder meeting
The transactions reflect standard director compensation practices through equity awards. The vesting schedule of the new RSUs is tied to continued service as a director. All transactions were reported within the required timeline under SEC regulations.
Okta director Rebecca Saeger reported the vesting of 2,832 Restricted Stock Units (RSUs) on June 20, 2025. Upon vesting, the RSUs were converted into an equivalent number of Class A Common Stock shares at an exercise price of $0.
Following the transaction, Saeger directly owns 16,022 shares of Okta Class A Common Stock. The RSUs vested in full on the transaction date, leaving her with 0 remaining unvested RSUs from this grant.
Key transaction details:
- Transaction Code: M (Exercise or conversion of derivative security)
- Security Type: Class A Common Stock
- Ownership Form: Direct
- Filing was made by a single reporting person
- Transaction reported within required filing deadline
Okta Director Benjamin A. Horowitz reported changes in beneficial ownership on June 20, 2025. The transaction involved the vesting of 2,832 Restricted Stock Units (RSUs) which were converted into an equivalent number of Class A Common Stock shares at $0 exercise price.
Following the transaction, Horowitz directly owns 5,650 shares of Class A Common Stock. Additionally, he holds 560,873 shares indirectly through a family trust where he serves as trustee.
Key Transaction Details:
- Transaction Type: RSU conversion (Code M)
- Shares Acquired: 2,832 at $0 per share
- RSUs vested in full on the transaction date
- Filing was completed by attorney-in-fact Larissa Schwartz on June 24, 2025
Okta Director Jeff Epstein reported multiple transactions involving Restricted Stock Units (RSUs) in June 2025:
- On June 20, 2025, 2,832 RSUs vested and were converted to Class A Common Stock at $0 exercise price, bringing his direct ownership to 10,324 shares
- On June 24, 2025, Epstein was granted 2,487 new RSUs that will vest on the earlier of June 24, 2026, or the day before Okta's next annual stockholder meeting
The transactions reflect standard director equity compensation practices, with the new RSU grant likely representing annual board member compensation. The vesting schedule aligns director interests with shareholders through continued service requirements. All transactions were reported under SEC Form 4 requirements for insider trading disclosure.
Okta Director Robert L. Dixon Jr. reported significant insider transactions in a Form 4 filing. On June 20, 2025, Dixon acquired 2,832 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs) at $0 exercise price, bringing his direct ownership to 11,469 shares.
Additionally, on June 24, 2025, Dixon was granted 2,487 new RSUs that will vest in full on the earlier of June 24, 2026, or the day before Okta's next annual stockholder meeting, contingent on his continued service with the company.
Key transaction details:
- 2,832 RSUs converted to common stock on June 20, 2025
- New grant of 2,487 RSUs received on June 24, 2025
- All securities held in direct ownership
- Total direct beneficial ownership: 11,469 shares of Class A Common Stock
Okta director Emilie Choi reported multiple transactions involving Restricted Stock Units (RSUs) on Form 4. On June 20, 2025, Choi acquired 2,832 shares of Class A Common Stock at $0 through the vesting of RSUs, bringing their direct ownership to 8,075 shares.
Additionally, on June 24, 2025, Choi was granted 2,487 new RSUs that will vest in full on the earlier of June 24, 2026 or the day before Okta's next annual stockholder meeting, subject to continued service.
Key transaction details:
- 2,832 RSUs converted to common stock upon vesting
- New grant of 2,487 RSUs with one-year vesting schedule
- All transactions executed under direct ownership
- Total direct beneficial ownership after transactions: 8,075 shares of Class A Common Stock
Okta Director Anthony John Bates reported multiple transactions involving Restricted Stock Units (RSUs) on Form 4:
- On June 21, 2025, exercised 2,033 RSUs that converted to Class A Common Stock at $0, representing the vesting of 33-1/3% of his RSU grant. The remaining RSUs will vest in 2 equal annual installments.
- On June 24, 2025, received a new grant of 2,487 RSUs that will fully vest on the earlier of June 24, 2026, or the day before Okta's next annual stockholder meeting.
Following these transactions, Bates directly owns 2,033 shares of Class A Common Stock and 6,553 RSUs (4,066 from the original grant and 2,487 from the new grant). These equity grants are part of Bates' compensation as a director and are subject to his continued service with Okta.
Okta Director Shellye L. Archambeau reported multiple transactions in a Form 4 filing dated June 28, 2025:
- On June 20, 2025, exercised 2,832 Restricted Stock Units (RSUs) that fully vested, converting them to Class A Common Stock at $0 exercise price
- On June 24, 2025, received a new grant of 2,487 RSUs that will vest fully on the earlier of June 24, 2026, or the day before Okta's next annual stockholder meeting
- Following these transactions, Archambeau directly owns 11,692 shares of Class A Common Stock and 2,487 unvested RSUs
The transactions were executed under regular insider trading protocols, with the Form 4 filed within the required reporting window. The RSU grants appear to be part of standard director compensation arrangements.
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