01—Abstract
Summary
Summary of the 8-K filed June 23, 2026. Cited figures are marked; the original filing is the authoritative source.
Okta, Inc. filed this Form 8-K to report the results of its 2026 annual meeting of stockholders, held June 18, 2026, and to disclose an amendment to its 2017 Equity Incentive Plan that stockholders approved at that meeting.
The amendment, effective immediately upon approval, removes the plan's termination date so it continues until the Board terminates it, eliminates the existing evergreen provision that automatically increased the Class A common stock reserved for issuance each year, and removes liberal share recycling for stock options and stock appreciation rights. The full amended plan is attached as Exhibit 10.1. At the meeting, stockholders re-elected Class III directors Anthony Bates and David Schellhase to serve until the 2029 annual meeting, ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027, and approved the advisory say-on-pay vote on named executive officer compensation.
Holders of 155,394,333 shares, representing 224,434,332 votes, were present, which constituted a quorum. Class B shares carried ten votes each and Class A shares one vote each, with both classes voting together as a single class.
For investors, the most notable item is the plan amendment, which permanently removes the automatic annual share increase and the share recycling feature for options and SARs, changing how future equity grants can be sized and replenished. The say-on-pay and plan amendment votes were closer than the other proposals: the say-on-pay proposal received 154,747,380 votes for and 49,257,140 against, and the plan amendment received 144,073,135 for and 59,915,901 against.
02—Key points
Key Highlights
- Stockholders approved an amendment to the 2017 Equity Incentive Plan at the June 18, 2026 annual meeting, effective immediately.
- The amendment removes the plan's termination date, so the plan continues until terminated by the Board.
- The amendment removes the evergreen provision that provided automatic annual increases to shares reserved for issuance.
- The amendment removes liberal share recycling for stock options and stock appreciation rights.
- Anthony Bates and David Schellhase were elected as Class III directors to serve until the 2029 annual meeting; Bates received 189,401,386 for votes and Schellhase received 197,790,448.
- Ernst & Young LLP was ratified as independent registered public accounting firm for the fiscal year ending January 31, 2027, with 222,282,460 votes for.
- The advisory say-on-pay proposal was approved with 154,747,380 votes for and 49,257,140 against, while the plan amendment received 144,073,135 for and 59,915,901 against.
03—Questions
Frequently Asked Questions
What changed in the 2017 Equity Incentive Plan?
The amendment removed the plan's termination date, eliminated the evergreen provision that automatically increased shares reserved for issuance each year, and removed liberal share recycling for stock options and stock appreciation rights. The plan will continue until the Board terminates it.
When did the amendment take effect?
The Board had previously approved the amendment, and it became effective immediately following stockholder approval at the annual meeting held on June 18, 2026.
Who was elected to the Board at the annual meeting?
Anthony Bates and David Schellhase were elected as Class III directors to serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified.
How did stockholders vote on executive compensation and the plan amendment?
The advisory say-on-pay proposal received 154,747,380 votes for, 49,257,140 against, 108,929 abstentions, and 20,320,883 broker non-votes. The plan amendment received 144,073,135 votes for, 59,915,901 against, 124,413 abstentions, and 20,320,883 broker non-votes.
Which auditor was ratified for the current fiscal year?
Stockholders ratified Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2027, with 222,282,460 votes for, 1,836,402 against, and 315,470 abstentions.
04—Continue