Who is the new board member and what does he bring to Okta?

Anthony Bates, Chairman and CEO of Genesys Cloud Services, Inc., was appointed as a Class III director. The press release cites his experience working alongside CEOs and his ability to drive growth in global markets. His prior roles include CEO of Skype, President of GoPro, and various leadership positions at Cisco Systems and Microsoft.

How much will the new director be paid?

Under the company's standard non-employee director compensation arrangements, Bates will receive annual compensation of $35,000 for board service and an initial grant of 6,099 restricted stock units that vest annually over three years, subject to continuous service.

What changed in the bylaws and why does it matter to shareholders?

The amended and restated bylaws address SEC universal proxy rules, revise advance notice and special meeting nomination deadlines, require additional stockholder and nominee disclosures, and update exclusive forum provisions. These changes affect how stockholders can nominate directors or propose business and where certain lawsuits may be brought.

Did shareholders approve the executive pay packages and the auditor?

Yes. Stockholders approved the named executive officer compensation on an advisory, non-binding basis, with 176,077,001 votes for and 10,709,203 against, and ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2025, with 209,480,482 votes for.

OKTA 8-K: Leadership Changes & Shareholder Matters

01—Abstract

Summary

Summary of the 8-K filed June 24, 2024. Cited figures are marked; the original filing is the authoritative source.

Okta, Inc. (Nasdaq: OKTA) filed this Form 8-K on June 24, 2024 to report several board and governance actions taken at its 2024 Annual Meeting of Stockholders and by its Board on June 20, 2024.

The Board expanded its size to ten directors and appointed Anthony Bates, Chairman and CEO of Genesys Cloud Services, Inc., as a Class III director effective June 21, 2024. Mr. Bates will receive annual board compensation of $35,000^a and an initial grant of 6,099 restricted stock units vesting annually over three years, and he has entered into the company's standard indemnification agreement. The Board also adopted an amended and restated set of bylaws.

The changes address the SEC's universal proxy rules, revise advance notice deadlines (for the 2025 annual meeting, nominations and business must be received between February 20, 2025 and March 20, 2025), tighten special meeting nomination deadlines, add stockholder and nominee information requirements, and revise exclusive forum provisions, designating Delaware courts for most matters and federal district courts for Securities Act of 1933 claims. At the annual meeting, stockholders re-elected Emilie Choi, Todd McKinnon and Michael Stankey as Class I directors, with Choi receiving 187,532,317 votes for and 1,713,910 withheld, McKinnon 185,114,033 for and 4,132,194 withheld, and Stankey 156,173,872 for and 33,072,355 withheld. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2025, with 209,480,482 votes for, and approved the named executive officer compensation on an advisory basis, with 176,077,001 votes for and 10,709,203 against.

02—Key points

Key Highlights

Anthony Bates, Chairman and CEO of Genesys Cloud Services, Inc., joined the Board as a Class III director effective June 21, 2024, expanding the Board to ten directors.
Bates receives $35,000 in annual board compensation and an initial grant of 6,099 restricted stock units vesting annually over three years.
The amended and restated bylaws add universal proxy rule provisions, requiring any soliciting stockholder to use a non-white proxy card color.
Advance notice window for the 2025 annual meeting is set between February 20, 2025 and March 20, 2025.
Exclusive forum provisions now designate Delaware Court of Chancery for most claims and federal district courts for Securities Act of 1933 claims.
Directors Emilie Choi, Todd McKinnon and Michael Stankey were re-elected as Class I directors; Stankey received the lowest vote for count at 156,173,872 with 33,072,355 withheld.
Ernst & Young LLP was ratified as auditor for the fiscal year ending January 31, 2025, and named executive officer compensation was approved on an advisory basis.

03—Questions

Frequently Asked Questions

Who is the new board member and what does he bring to Okta?
Anthony Bates, Chairman and CEO of Genesys Cloud Services, Inc., was appointed as a Class III director. The press release cites his experience working alongside CEOs and his ability to drive growth in global markets. His prior roles include CEO of Skype, President of GoPro, and various leadership positions at Cisco Systems and Microsoft.
How much will the new director be paid?
Under the company's standard non-employee director compensation arrangements, Bates will receive annual compensation of $35,000 for board service and an initial grant of 6,099 restricted stock units that vest annually over three years, subject to continuous service.
What changed in the bylaws and why does it matter to shareholders?
The amended and restated bylaws address SEC universal proxy rules, revise advance notice and special meeting nomination deadlines, require additional stockholder and nominee disclosures, and update exclusive forum provisions. These changes affect how stockholders can nominate directors or propose business and where certain lawsuits may be brought.
Did shareholders approve the executive pay packages and the auditor?
Yes. Stockholders approved the named executive officer compensation on an advisory, non-binding basis, with 176,077,001 votes for and 10,709,203 against, and ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2025, with 209,480,482 votes for.

04—Continue

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