[8-K] Okta, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Strong shareholder support: All four Annual Meeting proposals passed comfortably, with 90 %+ approval on Say-on-Pay and 98.8 % support for auditor ratification, indicating investor confidence in governance.

Negative

• Board contraction: Resignation of Director Benjamin Horowitz reduces the Board from nine to eight seats, marginally narrowing diversity of viewpoints, though management states no disagreement.

Insights

Corporate Governance Expert

TL;DR: Routine governance 8-K; director exit and all AGM proposals pass with strong support—neutral financial impact.

Benjamin Horowitz’s planned resignation is orderly and non-contentious, so it does not suggest strategic disagreement or signal risk. Board size drops to eight, still within typical best-practice ranges and maintaining a majority of independent directors. The re-election margins for Epstein (71 % support) and Kerrest (98 %) indicate investor confidence, while near-unanimous auditor ratification and 90 % Say-on-Pay approval further reinforce positive sentiment toward management. Choosing an annual Say-on-Pay aligns Okta with ISS and Glass Lewis recommendations and keeps executive pay continuously scrutinised, reducing future governance friction. Because no operational, financial, or strategic shifts accompany these items, the disclosure is not materially impactful to the investment thesis.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

June 20, 2025

___________________________________

Okta, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware			001-38044			26-4175727
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

100 First Street, Suite 600

San Francisco, California 94105

(Address of principal executive offices)

(888) 722-7871

(Registrant's telephone number, including area code)

___________________________________

___________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

OKTA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

On June 20, 2025, Benjamin Horowitz informed Okta, Inc. (the “Company”) that he would resign from the Board of Directors (the “Board”) of the Company, effective at the Company's 2025 annual meeting of stockholders on June 24, 2025 (the “Annual Meeting”). As a result of Mr. Horowitz’s resignation, the Board reduced its size from nine to eight directors.

Mr. Horowitz’s departure is not the result of any disagreement with the Company. The Board expresses its appreciation for Mr. Horowitz’s service to the Company and his invaluable contributions to the Board.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 24, 2025, the Company held its Annual Meeting. The Company’s stockholders voted on four proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 8, 2025 (the “2025 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 28, 2025 (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 153,000,584 shares of Class A and Class B Common Stock, together representing a total of 224,125,136 votes, constituting a quorum. The final results with respect to each such proposal are set forth below:

Proposal 1 — Election of Directors.

The stockholders elected each of the two persons named below as Class II directors to serve until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified. The results of such vote were:

Director Nominee						For						Withheld						Broker Non-Votes
Jeff Epstein						145,204,230						59,429,986						19,490,920
J. Frederic Kerrest						200,104,430						4,529,786						19,490,920

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026. The results of such vote were:

For						Against						Abstain
221,179,437						2,681,904						263,795

Proposal 3 — Advisory Non-Binding Vote on Compensation of Named Executive Officers.

The stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the 2025 Proxy Statement. The results of such vote were:

For						Against						Abstain						Broker Non-Votes
193,508,154						10,232,848						893,214						19,490,920

Proposal 4 — Advisory Non-Binding Vote on Frequency of Future Advisory Non-Binding Votes on Compensation of Named Executive Officers.

The stockholders indicated, on an advisory non-binding basis, their preference for one year as the frequency of holding future advisory non-binding votes on the compensation of the Company’s named executive officers, as disclosed in the 2025 Proxy Statement. The results of such vote were:

One Year						Two Years						Three Years						Abstain
202,166,533						27,243						1,889,725						550,715

Pursuant to the recommendation of the Board and consistent with the stockholders’ preference, the Company plans to hold future advisory non-binding votes on the compensation of the Company’s named executive officers every year. The next required advisory non-binding vote on the frequency of future advisory non-binding votes on the compensation of the Company’s named executive officers will take place no later than at the Company’s 2031 annual meeting of stockholders.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
104						Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 25th day of June 2025.

			Okta, Inc.
			By:			/s/ Larissa Schwartz
			Name:			Larissa Schwartz
			Title:			Chief Legal Officer and Corporate Secretary

FAQ

Why did Benjamin Horowitz resign from Okta's (OKTA) Board?

He chose to step down effective 24 Jun 2025; the company states the decision was not due to any disagreement.

How many directors did Okta shareholders elect at the 2025 Annual Meeting?

Two Class II directors—Jeff Epstein and J. Frederic Kerrest—were re-elected to terms expiring in 2028.

What was the voting outcome for Okta's Say-on-Pay proposal?

The advisory vote passed with 193.5 m For versus 10.2 m Against (≈90 % approval).

Which audit firm will serve Okta for FY 2026?

Shareholders ratified Ernst & Young LLP with 221.2 m For votes (98.8 %).

How often will Okta hold future Say-on-Pay votes?

Based on the 2025 vote, Okta will conduct the advisory compensation vote annually until at least 2031.