Okta, Inc. 8-K

What Happened
Okta, Inc. announced that at its June 18, 2026 annual meeting of stockholders the company’s stockholders approved an amendment to the Okta, Inc. 2017 Equity Incentive Plan, which became effective immediately after stockholder approval. The Board had previously approved the amendment. The vote counts and other meeting outcomes were reported in an 8-K filed June 23, 2026. The meeting was held with a record date of April 22, 2026 and 155,394,333 shares (224,434,332 votes) present in person or by proxy, constituting a quorum.

Key Details

• Amendment to the 2017 Equity Incentive Plan: approved on June 18, 2026; key changes remove the plan termination date (plan now continues until the Board terminates it), remove the automatic “evergreen” annual share increase, and remove liberal share recycling for stock options and stock appreciation rights. (Full amended plan attached as Exhibit 10.1 to the 8-K.)
• Vote on the plan amendment: For 144,073,135; Against 59,915,901; Abstain 124,413; Broker non-votes 20,320,883.
• Director elections: Class III directors Anthony Bates and David Schellhase elected to serve until the 2029 annual meeting. Bates — For 189,401,386; Withheld 14,712,063; Schellhase — For 197,790,448; Withheld 6,323,001. (Broker non-votes 20,320,883.)
• Other proposals: Ernst & Young LLP ratified as independent auditor for fiscal year ending Jan 31, 2027 (For 222,282,460; Against 1,836,402; Abstain 315,470). Advisory (non-binding) approval of named executive officer compensation passed (For 154,747,380; Against 49,257,140; Abstain 108,929; Broker non-votes 20,320,883).

Why It Matters
The approved amendments change how and when Okta can add shares to its equity plan: removing the automatic evergreen increases and liberal recycling can limit future automatic increases to the share reserve, which may constrain future equity grant capacity and reduce potential shareholder dilution unless the Board approves additional shares. Keeping the plan open indefinitely (removing the termination date) lets the company continue to grant awards without re-establishing a separate plan, subject to Board action. The director elections and auditor ratification signal continuity in governance and oversight. Investors should review the amended plan (Exhibit 10.1) for full details on how award availability and reuse rules have changed.