Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when OKTA files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- 24.1% Opposition to Say-on-pay (new) — Elevated opposition to executive compensation indicates notable stockholder dissatisfaction with pay practices and warrants board attention to compensation design.
- 29.4% Opposition to Equity Plan Amendment (new) — Substantial opposition to the equity plan changes suggests stockholder concerns about dilution or plan terms despite the anti-dilution features of the amendment.
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 → -
low
Directors Anthony Bates (92.8% support) and David Schellhase (96.9% support) elected to three-year terms; Ernst & Young ratified as auditor with 99% support.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Okta's 2026 annual meeting produced mixed signals on governance. Shareholders approved amendments to the 2017 Equity Incentive Plan that remove the evergreen provision—eliminating automatic annual increases to the share reserve—and restrict share recycling, both changes that limit future dilution. The plan will now continue indefinitely until the Board terminates it.
However, the amendment passed with only 71% support, with 59.9 million votes against representing 29% opposition, suggesting stockholder concerns about dilution persist despite the anti-dilution features. More concerning, the advisory say-on-pay vote passed with just 76% support, with 49.3 million votes against representing 24% opposition.
This elevated opposition level signals notable stockholder dissatisfaction with executive compensation practices and warrants board attention to compensation design. The dual-class voting structure remains in place, with Class B shares carrying ten votes each versus one for Class A shares, concentrating voting control. Director elections and auditor ratification passed with routine support levels above 92%.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Okta shareholders approved amendments to the 2017 Equity Incentive Plan, removing the termination date, evergreen provision, and liberal share recycling.
Added in current filing · verify on EDGAR →
On June 18, 2026, at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Okta, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Okta, Inc. 2017 Equity Incentive Plan (the “2017 Equity Incentive Plan”).
Shareholders approved changes to Okta's equity compensation plan at the annual meeting. The amendment became effective immediately following approval.
Added in current filing · verify on EDGAR →
removal of the termination date, such that the 2017 Equity Incentive Plan will continue until terminated by the Board
The equity plan previously had an expiration date but will now continue indefinitely until the Board decides to terminate it. This gives the company ongoing flexibility to grant equity awards without needing to establish a new plan.
Added in current filing · verify on EDGAR →
removal of the existing “evergreen” provision that provided for automatic annual increases to the shares of Class A common stock reserved for issuance
The plan will no longer automatically increase the share reserve each year. This change limits potential dilution by requiring explicit Board and shareholder approval for future share increases, rather than allowing automatic annual expansions of the equity pool.
Added in current filing · verify on EDGAR →
removal of liberal share recycling for stock options and stock appreciation rights.
The plan previously allowed shares from expired or forfeited stock options and stock appreciation rights to be returned to the plan's available pool. This practice is now eliminated, further constraining the total shares available for equity grants and reducing potential dilution.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Okta held its 2026 annual meeting; directors elected, auditor ratified, say-on-pay approved with 76% support, equity plan amendment passed.
Added in current filing · view on EDGAR → · paraphrased
For Against Abstain Broker Non-Votes 154,747,380 49,257,140 108,929 20,320,883
The advisory vote on executive compensation passed with 154.7 million votes for and 49.3 million against, representing 75.9% support of votes cast. The 24.1% opposition level is elevated and indicates notable stockholder concern about executive pay practices, warranting board attention to compensation design.
Added in current filing · view on EDGAR → · paraphrased
For Against Abstain Broker Non-Votes 144,073,135 59,915,901 124,413 20,320,883
Stockholders approved an amendment to the 2017 Equity Incentive Plan with 144.1 million votes for and 59.9 million against, representing 70.6% support of votes cast. The 29.4% opposition is substantial for an equity plan proposal, suggesting stockholder concerns about dilution or plan terms.
Added in current filing · verify on EDGAR →
Present at the Annual Meeting in person or by proxy were holders of 155,394,333 shares of Class A Common Stock and Class B Common Stock, together representing a total of 224,434,332 votes, constituting a quorum.
The meeting had a quorum with 155.4 million shares present representing 224.4 million votes. The Class A common stock capital structure (full multi-class details, if any, are in the charter exhibit / prospectus — not disclosed in this filing body) gives Class B shares ten votes each versus one vote for Class A shares, concentrating voting power among Class B holders.
Show 2 minor / wording changes
Added in current filing · view on EDGAR → · paraphrased
Anthony Bates 189,401,386 14,712,063 20,320,883 David Schellhase 197,790,448 6,323,001 20,320,883
Two Class III directors were elected to serve until 2029. Anthony Bates received 189.4 million votes for (92.8% of votes cast) and David Schellhase received 197.8 million votes for (96.9% of votes cast), both passing comfortably with routine support levels.
Added in current filing · view on EDGAR → · paraphrased
For Against Abstain 222,282,460 1,836,402 315,470
Stockholders ratified Ernst & Young LLP as the independent auditor for fiscal year ending January 31, 2027. The proposal passed with 222.3 million votes for, representing 99.0% of votes cast, a routine outcome for auditor ratification.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 25, 2026 · How we verify