01—Abstract
Summary
Summary of the 8-K filed June 25, 2025. Cited figures are marked; the original filing is the authoritative source.
Okta, Inc. filed this Form 8-K on June 25, 2025 to report two items from its 2025 annual meeting of stockholders held June 24, 2025.
Director Benjamin Horowitz informed the company on June 20, 2025 that he would resign from the Board, effective at the annual meeting, and the Board reduced its size from nine to eight directors. The filing states his departure was not the result of any disagreement with the company. At the annual meeting, stockholders re-elected Jeff Epstein and J.
Frederic Kerrest as Class II directors to serve until the 2028 annual meeting. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026, and approved, on an advisory non-binding basis, the compensation of the named executive officers. Holders of 153,000,584 shares, representing 224,125,136 votes, were present, constituting a quorum.
On the frequency of future say-on-pay votes, stockholders indicated a preference for one year, with 202,166,533 votes for one year versus 27,243 for two years and 1,889,725 for three years. Consistent with that preference and the Board's recommendation, the company plans to hold these advisory votes every year. The only exhibit listed is the Inline XBRL cover page file (Exhibit 104).
02—Key points
Key Highlights
- Benjamin Horowitz resigned from the Board effective at the June 24, 2025 annual meeting; the Board was reduced from nine to eight directors, and the filing states the departure was not due to any disagreement with the company.
- Stockholders re-elected Jeff Epstein (145,204,230 for; 59,429,986 withheld) and J. Frederic Kerrest (200,104,430 for; 4,529,786 withheld) as Class II directors for terms ending at the 2028 annual meeting.
- Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 31, 2026, with 221,179,437 votes for, 2,681,904 against and 263,795 abstaining.
- Say-on-pay was approved on an advisory basis with 193,508,154 votes for and 10,232,848 against, with 893,214 abstaining.
- Stockholders preferred an annual frequency for future say-on-pay votes (202,166,533 for one year), and the company plans to hold these votes every year.
- The next required advisory vote on frequency will occur no later than the 2031 annual meeting of stockholders.
- Class B common stock carries ten votes per share versus one vote for Class A, and both classes voted as a single class on all matters at the meeting.
03—Questions
Frequently Asked Questions
Why did Benjamin Horowitz leave the Okta Board?
The filing states that Mr. Horowitz informed the company on June 20, 2025 that he would resign, effective at the 2025 annual meeting. It also states his departure was not the result of any disagreement with the company, and the Board expressed appreciation for his service.
How many directors does the Board have after Mr. Horowitz's departure?
The Board reduced its size from nine to eight directors as a result of Mr. Horowitz's resignation.
Were the director nominees elected and by what margin?
Both nominees were elected as Class II directors to serve until the 2028 annual meeting. Jeff Epstein received 145,204,230 votes for and 59,429,986 withheld, and J. Frederic Kerrest received 200,104,430 votes for and 4,529,786 withheld.
What did stockholders decide about the auditor?
Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026, with 221,179,437 votes for, 2,681,904 against and 263,795 abstaining.
How often will Okta hold say-on-pay votes going forward?
Stockholders preferred one year as the frequency, with 202,166,533 votes for annual votes compared with 27,243 for two years and 1,889,725 for three years. The company plans to hold these advisory votes every year, and the next frequency vote is required no later than the 2031 annual meeting.
04—Continue