UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2018

 

 

Okta, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-38044		26-4175727
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

301 Brannan Street

San Francisco, California 94107

(Address of principal executive offices) (Zip Code)

(888) 722-7871

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☒

 

 

 

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

On June 28, 2018, Okta, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Meeting”). The Company’s stockholders voted on two 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 9, 2018. 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 May 2, 2018 (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 95,604,341 shares of Class A and Class B Common Stock, together representing a total of 253,437,018 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 I directors to serve until the 2021 annual meeting of stockholders or until their successors are duly elected and qualified. The results of such vote were:

 

		Votes For		Votes Withheld		Broker Non-Votes
Todd McKinnon		214,205,382		10,520,678		28,710,958
Michael Kourey		213,410,803		11,315,257		28,710,958
Michael Stankey		213,411,128		11,314,932		28,710,958

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, 2019. The results of such vote were:

 

For		Against		Abstain
252,837,592		279,407		320,019

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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 2nd day of July 2018.

 

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