Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 21, 2022, Okta, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Meeting"). The Company's stockholders voted on three proposals at the Meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 10, 2022 (the "2022 Proxy Statement"). Holders of the Company's Class A Common Stock were entitled to one vote for each share held as of the close of business on April 25, 2022 (the "Record Date"), and holders of the Company's Class B Common Stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock (together, the "Common Stock") voted as a single class on all matters. Present at the Meeting in person or by proxy were holders of 131,822,581 shares of Class A and Class B Common Stock, together representing a total of 194,271,619 votes, or a majority of the voting power of all issued and outstanding shares of the Company's Common Stock as of the Record Date, and constituting a quorum under the Company's Bylaws. The final results with respect to each such proposal are set forth below:

Proposal 1 - Election of Directors.

The stockholders elected each of the three persons named below as Class II directors to serve until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified. The results of such vote were:



Director Nominee       Votes For    Votes Withheld   Broker Non-Votes
Jeff Epstein          120,103,512     54,477,385        19,690,722
J. Frederic Kerrest   155,695,278     18,885,619        19,690,722
Rebecca Saeger        138,424,411     36,156,486        19,690,722

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2023. The results of such vote were:



    For       Against   Abstain
193,887,607   336,908   47,104

Proposal 3 - Advisory Non-Binding Vote on Compensation of Named Executive Officers.

The stockholders approved, on an advisory non-binding basis, the compensation of the Company's named executive officers, as disclosed in the 2022 Proxy Statement. The results of such vote were:

For Against Abstain Broker Non-Votes 95,033,499 75,956,991 3,590,407 19,690,722

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