Okta (OKTA) investors approve equity plan amendment and re-elect directors
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Okta, Inc. reported results from its 2026 annual stockholder meeting and an approved change to its equity plan. Stockholders approved an amendment to the 2017 Equity Incentive Plan that removes the plan’s termination date, eliminates the automatic annual “evergreen” share increase, and removes liberal share recycling for options and stock appreciation rights. Two Class III directors, Anthony Bates and David Schellhase, were re-elected to serve until the 2029 annual meeting.
Stockholders also ratified Ernst & Young LLP as independent auditor for the fiscal year ending January 31, 2027, and approved, on an advisory basis, the compensation of named executive officers. The equity plan amendment itself received 144,073,135 votes for, 59,915,901 against, and 124,413 abstentions, with 20,320,883 broker non-votes.
Positive
- None.
Negative
- None.
Insights
Routine annual meeting with governance-focused equity plan changes.
The meeting confirms continuity in Okta’s board and auditor while tweaking its long-term incentive structure. The 2017 Equity Incentive Plan now has no fixed end date but no longer grows automatically via an evergreen share increase.
Removing evergreen and liberal share recycling typically tightens how quickly new equity can be issued, while an unlimited duration keeps the framework in place until the board ends it. Strong support for directors, auditor ratification, and say-on-pay suggests broad stockholder alignment in this snapshot.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Annual meeting date: June 18, 2026
Shares represented at meeting: 155,394,333 shares
Equity plan amendment vote – For: 144,073,135 votes
+5 more
8 metrics
Annual meeting date
June 18, 2026
Date of Okta’s 2026 annual meeting of stockholders
Shares represented at meeting
155,394,333 shares
Class A and Class B common stock present, 224,434,332 votes
Equity plan amendment vote – For
144,073,135 votes
Proposal 4 to amend the 2017 Equity Incentive Plan
Equity plan amendment vote – Against
59,915,901 votes
Proposal 4 to amend the 2017 Equity Incentive Plan
Say-on-pay vote – For
154,747,380 votes
Advisory approval of named executive officer compensation
Auditor ratification – For
222,282,460 votes
Ratification of Ernst & Young LLP for FY ending Jan 31, 2027
Director vote – Anthony Bates For
189,401,386 votes
Election as Class III director until 2029 annual meeting
Director vote – David Schellhase For
197,790,448 votes
Election as Class III director until 2029 annual meeting
Key Terms
2017 Equity Incentive Plan, evergreen provision, liberal share recycling, broker non-votes, +2 more
6 terms
2017 Equity Incentive Plan financial
"approved an amendment (the “Amendment”) to the Okta, Inc. 2017 Equity Incentive Plan"
evergreen provision financial
"removal of the existing “evergreen” provision that provided for automatic annual increases"
An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 154,747,380 | 49,257,140 | 108,929 | 20,320,883"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory non-binding vote regulatory
"approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers"
independent registered public accounting firm regulatory
"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
FAQ
What equity plan change did Okta (OKTA) stockholders approve?
Stockholders approved an amendment to Okta’s 2017 Equity Incentive Plan. It removes the plan’s termination date, eliminates the automatic “evergreen” annual share increase, and ends liberal share recycling for options and stock appreciation rights, keeping the plan in place until the board terminates it.
Which directors were elected at Okta (OKTA)’s 2026 annual meeting?
Stockholders elected Anthony Bates and David Schellhase as Class III directors. Each will serve on the board until the 2029 annual meeting of stockholders, or until a successor is duly elected and qualified, reflecting continued board stability at the company.
How did Okta (OKTA) stockholders vote on the amended 2017 Equity Incentive Plan?
The amendment to Okta’s 2017 Equity Incentive Plan received 144,073,135 votes for and 59,915,901 votes against. There were 124,413 abstentions and 20,320,883 broker non-votes, indicating solid but not unanimous support for the revised equity compensation framework.
Was Okta (OKTA)’s auditor ratified for the fiscal year ending January 31, 2027?
Yes. Stockholders ratified Ernst & Young LLP as Okta’s independent registered public accounting firm. The vote totals were 222,282,460 for, 1,836,402 against, and 315,470 abstaining, signaling strong stockholder support for continuing with the same audit firm.
How did Okta (OKTA) stockholders vote on executive compensation in 2026?
Stockholders approved, on an advisory non-binding basis, Okta’s named executive officer compensation. The vote was 154,747,380 for, 49,257,140 against, 108,929 abstaining, and 20,320,883 broker non-votes, indicating majority support for the company’s pay practices disclosed in the proxy.
What was the quorum at Okta (OKTA)’s 2026 annual meeting?
A quorum was reached with holders of 155,394,333 shares of Class A and Class B common stock present in person or by proxy. These shares represented a total of 224,434,332 votes entitled to be cast on the proposals at the annual meeting.