Okta (OKTA) Proxy filing summary

Executive summary

• Rapid transformation to a secure agentic enterprise, leveraging AI and agentic systems to streamline operations and accelerate innovation.

• Strengthened board with three new independent directors and announced retirements of three long-serving directors.

• 2026 Annual Meeting scheduled for June 18, 2026, to be held virtually.

Voting matters and shareholder proposals

• Election of two Class III directors to serve until the 2029 Annual Meeting.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending January 31, 2027.

• Advisory non-binding vote to approve executive compensation (Say-on-Pay).

• Approval of an amendment to the 2017 Equity Incentive Plan, removing the evergreen provision and repricing without shareholder consent.

Board of directors and corporate governance

• Board divided into three staggered classes; majority independent under Nasdaq standards.

• Recent refreshment: three new independent directors appointed in fiscal 2026; six new independent directors in past five years.

• Lead independent director role transitioned to David Schellhase in March 2026.

• Board committees: audit, compensation and governance; cybersecurity risk committee responsibilities assumed by full board in March 2026.

• Annual board and committee self-evaluations conducted by third party.