Okta, Inc 8-K, filed Jun 18, 2020
Okta, Inc. (OKTA)
About this 8-K
Okta, Inc filed this 8-K on June 18, 2020, reporting on events of June 16, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 16, 2020, the Company held its 2020 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 5, 2020 (the “2020 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 20, 2020 (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 (the “Common Stock”) voted as a single class on all matters. Present at the Meeting in person or by proxy were holders of 113,706,026 shares of Class A and Class B Common Stock, together representing a total of 189,536,347 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 four persons named below as Class III directors to serve until the 2023 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 |
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| Shellye Archambeau |
153,727,493 |
15,217,074 |
20,591,780 |
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| Robert L. Dixon, Jr. |
153,960,976 |
14,983,591 |
20,591,780 |
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| Patrick Grady |
153,970,975 |
14,973,592 |
20,591,780 |
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| Ben Horowitz |
153,140,177 |
15,804,390 |
20,591,780 |
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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, 2021. The results of such vote were:
| For |
Against |
Abstain | ||
| 189,117,471 |
294,633 |
124,243 |
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 2020 Proxy Statement. The results of such vote were:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 162,308,619 |
4,030,644 |
2,605,304 |
20,591,780 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 18th day of June 2020.
| OKTA, INC. | ||
| By: |
/s/ Jonathan T. Runyan | |
| Name: |
Jonathan T. Runyan | |
| Title: |
General Counsel | |