Okta shareholders approve equity plan changes removing evergreen provision; say-on-pay passes with 24% opposition

Filed June 23, 2026 · Period ending June 18, 2026 · ~1 min read

Key Changes

• high

  Advisory vote on executive compensation passed with 76% support (154.7M for, 49.3M against), reflecting elevated 24% opposition that signals notable stockholder concern about pay practices.

  Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
• high

  Shareholders approved equity plan amendment with 71% support (144.1M for, 59.9M against), removing automatic annual share increases that previously expanded the equity pool without explicit approval.

  Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
• medium

  Plan amendments also removed the termination date (plan now continues indefinitely) and eliminated liberal share recycling for stock options, constraining total shares available for grants.

  Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →