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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