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OKTA INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and OKTA INC.’s Form 8-K, filed 2024-06-24 (Item 5.07 on EDGAR). Page generated 02 October 2026.

9Reported items
612Asset managers
2,967Fund votes
2024-06-20Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore OKTA INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by OKTA INC.

These tallies are OKTA INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-06-24 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

OKTA INC. — official shareholder meeting results, meeting held 2024-06-20
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Emilie Choi	187,532,317	--	--	1,713,910	21,946,042	Majority: yes
Elect Director: Todd McKinnon	185,114,033	--	--	4,132,194	21,946,042	Majority: yes
Elect Director: Michael Stankey	156,173,872	--	--	33,072,355	21,946,042	Majority: yes
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	209,480,482	1,587,147	124,640	--	--	Majority: yes
Proposal 3: Advisory Non-Binding Vote on Compensation of Named Executive Officers	176,077,001	10,709,203	2,460,023	--	21,946,042	Majority: yes

Source: OKTA INC., Form 8-K, filed with the SEC on 2024-06-24 — read the filing on EDGAR.

How asset managers voted at the OKTA INC. 2023-2024 meeting

Each item below shows how the 612 asset managers that disclosed a OKTA INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of OKTA INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To approve, on an advisory non-binding basis, the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-06-20.

Combines 23 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 176,077,001AGAINST: 10,709,203

OKTA INC.’s own tally for this item (“Proposal 3: Advisory Non-Binding Vote on Compensation of Named Executive Officers”): 176,077,001 for, 10,709,203 against, per its Form 8-K filed 2024-06-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 605 asset managers below cast 93% of the shares they voted on this item FOR (123,740,364 for, 8,974,606 against).

FOR 91%

FOR: 123,740,364 (91.4%)AGAINST: 8,974,606 (6.6%)ABSTAIN: 2,566,279 (1.9%)NOT VOTED: 72,695 (0.1%)UNKNOWN: 23 (0.0%)

Largest asset managers voting on “To approve, on an advisory non-binding basis, the compensation of our named executive officers.” at OKTA INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Fidelity	30,532,729	0	0	For
Vanguard	17,596,754	0	0	For
American Century	7,946,637	31,482	0	For
BlackRock	7,648,044	46,004	0	For
SANDS CAPITAL MANAGEMENT, LLC	6,416,903	0	0	For
First Trust	3,268,535	2,687	0	For
Voya	3,218,456	0	0	For
State Street	2,748,658	5,213	0	For
GEODE CAPITAL MANAGEMENT, LLC	2,482,161	0	0	For
Charles Schwab	2,146,830	0	0	For
Virtus	590	0	2,084,800	Abstain
Advisors' Inner Circle Fund II	1,916,300	0	0	For
Whale Rock Capital Management LLC	1,914,346	0	0	For
Neuberger Berman	1,723,780	0	0	For
ArrowMark Colorado Holdings LLC	1,452,835	0	0	For
Man Group plc	0	1,267,260	0	Against
EMINENCE CAPITAL, LP	1,235,309	0	0	For
PRIMECAP MANAGEMENT CO/CA/	1,187,216	0	0	For
UBS	155,000	969,497	0	Against
Capital Group	268	1,001,137	0	Against
Champlain Investment Partners, LLC	931,087	0	0	For
Deer Management Co. LLC	917,649	0	0	For
Northern Trust	851,022	60,262	0	For
DE Shaw	876,652	0	0	For
MARSHALL WACE, LLP	0	865,577	0	Against

Showing the 25 largest of 605 asset managers. See all 605 in the interactive database.

2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2024-06-20.

Combines 5 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 209,480,482AGAINST: 1,587,147

OKTA INC.’s own tally for this item (“Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm”): 209,480,482 for, 1,587,147 against, per its Form 8-K filed 2024-06-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 126 asset managers below cast 99% of the shares they voted on this item FOR (56,832,977 for, 711,132 against).

FOR 99%

FOR: 56,832,977 (98.8%)AGAINST: 711,132 (1.2%)

Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FI” at OKTA INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	17,238,544	0	For
Fidelity	15,589,960	0	For
American Century	3,689,953	0	For
First Trust	3,038,614	0	For
BlackRock	2,692,055	0	For
Virtus	2,085,390	0	For
Advisors' Inner Circle Fund II	1,916,300	0	For
Charles Schwab	996,772	0	For
TOUCHSTONE FUNDS GROUP TRUST	788,604	0	For
Neuberger Berman	782,027	0	For
Amplify ETF Trust	0	705,818	Against
Bridge Builder Trust	662,972	0	For
Dimensional	609,698	0	For
OLD WESTBURY FUNDS INC	553,225	0	For
TIAA	551,724	0	For
Capital Group	500,000	0	For
Global X	455,083	0	For
ADVISORS' INNER CIRCLE FUND	378,499	0	For
PRIMECAP Odyssey Funds	346,900	0	For
MERIDIAN FUND INC	332,005	0	For
Jackson National	254,640	0	For
NICHOLAS II, INC	196,417	0	For
Principal	185,078	0	For
Managed Portfolio Series	178,413	0	For
AIG/SunAmerica	172,486	0	For

Showing the 25 largest of 126 asset managers. See all 126 in the interactive database.

3. To elect three Class I directors to serve until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Emilie Choi

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-20.

Combines 5 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 187,532,317WITHHELD: 1,713,910

OKTA INC.’s own tally for this item (“Elect Director: Emilie Choi”): 187,532,317 for, 1,713,910 withheld, per its Form 8-K filed 2024-06-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 122 asset managers below cast 100% of the shares they voted on this item FOR (56,811,539 for, 0 against).

FOR 99%

FOR: 56,811,539 (98.7%)ABSTAIN: 728,624 (1.3%)

Largest asset managers voting on “To elect three Class I directors to serve until the 2027 Annual Meeting of Stockholders or until their success” at OKTA INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	17,238,544	0	For
Fidelity	15,589,960	0	For
American Century	3,689,953	0	For
First Trust	3,038,614	0	For
BlackRock	2,692,055	0	For
Virtus	2,085,390	0	For
Advisors' Inner Circle Fund II	1,916,300	0	For
Charles Schwab	996,772	0	For
TOUCHSTONE FUNDS GROUP TRUST	788,604	0	For
Neuberger Berman	782,027	0	For
Amplify ETF Trust	705,818	0	For
Bridge Builder Trust	662,972	0	For
Dimensional	0	609,698	Abstain
OLD WESTBURY FUNDS INC	553,225	0	For
TIAA	551,724	0	For
Capital Group	500,000	0	For
Global X	455,083	0	For
ADVISORS' INNER CIRCLE FUND	378,499	0	For
PRIMECAP Odyssey Funds	346,900	0	For
MERIDIAN FUND INC	332,005	0	For
Jackson National	249,054	5,586	For
NICHOLAS II, INC	196,417	0	For
Principal	185,078	0	For
Managed Portfolio Series	178,413	0	For
AIG/SunAmerica	172,486	0	For

Showing the 25 largest of 122 asset managers. See all 122 in the interactive database.

4. To elect three Class I directors to serve until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Michael Stankey

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-20.

Combines 5 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%WITHHELD 17%

FOR: 156,173,872WITHHELD: 33,072,355

OKTA INC.’s own tally for this item (“Elect Director: Michael Stankey”): 156,173,872 for, 33,072,355 withheld, per its Form 8-K filed 2024-06-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 122 asset managers below cast 100% of the shares they voted on this item FOR (47,758,969 for, 0 against).

FOR 83%ABSTAIN 17%

FOR: 47,758,969 (83.0%)ABSTAIN: 9,781,194 (17.0%)

Largest asset managers voting on “To elect three Class I directors to serve until the 2027 Annual Meeting of Stockholders or until their success” at OKTA INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	17,060,814	177,730	For
Fidelity	13,371,059	2,218,901	For
American Century	3,164,685	525,268	For
First Trust	0	3,038,614	Abstain
BlackRock	2,692,055	0	For
Virtus	2,085,390	0	For
Advisors' Inner Circle Fund II	1,916,300	0	For
Charles Schwab	996,772	0	For
TOUCHSTONE FUNDS GROUP TRUST	788,604	0	For
Neuberger Berman	782,027	0	For
Amplify ETF Trust	705,818	0	For
Bridge Builder Trust	609,453	53,519	For
Dimensional	0	609,698	Abstain
OLD WESTBURY FUNDS INC	0	553,225	Abstain
TIAA	0	551,724	Abstain
Capital Group	500,000	0	For
Global X	455,083	0	For
ADVISORS' INNER CIRCLE FUND	378,499	0	For
PRIMECAP Odyssey Funds	346,900	0	For
MERIDIAN FUND INC	332,005	0	For
Jackson National	147,500	107,140	For
NICHOLAS II, INC	0	196,417	Abstain
Principal	171,962	13,116	For
Managed Portfolio Series	0	178,413	Abstain
AIG/SunAmerica	0	172,486	Abstain

Showing the 25 largest of 122 asset managers. See all 122 in the interactive database.

5. To elect three Class I directors to serve until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Todd McKinnon

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-20.

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 185,114,033WITHHELD: 4,132,194

OKTA INC.’s own tally for this item (“Elect Director: Todd McKinnon”): 185,114,033 for, 4,132,194 withheld, per its Form 8-K filed 2024-06-24 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 122 asset managers below cast 100% of the shares they voted on this item FOR (56,818,706 for, 0 against).

FOR 99%

FOR: 56,818,706 (98.7%)ABSTAIN: 721,457 (1.3%)

Largest asset managers voting on “To elect three Class I directors to serve until the 2027 Annual Meeting of Stockholders or until their success” at OKTA INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	17,238,544	0	For
Fidelity	15,589,960	0	For
American Century	3,689,953	0	For
First Trust	3,038,614	0	For
BlackRock	2,692,055	0	For
Virtus	2,085,390	0	For
Advisors' Inner Circle Fund II	1,916,300	0	For
Charles Schwab	996,772	0	For
TOUCHSTONE FUNDS GROUP TRUST	788,604	0	For
Neuberger Berman	782,027	0	For
Amplify ETF Trust	705,818	0	For
Bridge Builder Trust	662,972	0	For
Dimensional	0	609,698	Abstain
OLD WESTBURY FUNDS INC	553,225	0	For
TIAA	551,724	0	For
Capital Group	500,000	0	For
Global X	455,083	0	For
ADVISORS' INNER CIRCLE FUND	378,499	0	For
PRIMECAP Odyssey Funds	346,900	0	For
MERIDIAN FUND INC	332,005	0	For
Jackson National	249,054	5,586	For
NICHOLAS II, INC	196,417	0	For
Principal	185,078	0	For
Managed Portfolio Series	178,413	0	For
AIG/SunAmerica	172,486	0	For

Showing the 25 largest of 122 asset managers. See all 122 in the interactive database.

6. DIRECTOR

DIRECTOR ELECTIONS

Meeting held 2024-06-20.

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (10,262 for, 0 against).

FOR: 10,262 (100.0%)

Largest asset managers voting on “DIRECTOR” at OKTA INC., 2023-2024
Asset manager	For	Vote
RBB FUND, INC.	7,815	For
Zacks Trust	2,365	For
Boltwood Capital Management	77	For
apricus wealth, LLC	5	For

7. Ratify Ernst & Young LLP as Auditors

AUDIT-RELATED

Meeting held 2024-06-20.

100% fund support · no official result

FOR 96%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (38,198 for, 0 against).

FOR: 38,198 (96.4%)ABSTAIN: 1,432 (3.6%)

Largest asset managers voting on “Ratify Ernst & Young LLP as Auditors” at OKTA INC., 2023-2024
Asset manager	For	Abstain	Vote
Empower	37,464	0	For
Symmetry Panoramic Trust	678	1,432	Abstain
Warren Street Wealth Advisors, LLC	56	0	For

8. To elect three Class I directors to serve until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified

OTHER

Meeting held 2024-06-20.

All nominees (reported as one line). These filers reported the election of directors as a single line covering every nominee. It is not attributed to any one director, and no share total is shown for it.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR.

FOR: 100.0%

Largest asset managers voting on “To elect three Class I directors to serve until the 2027 Annual Meeting of Stockholders or until their success” at OKTA INC., 2023-2024
Asset manager	For	Vote
Northern Lights Fund Trust IV	21,229	For
FIRSTHAND FUNDS	10,000	For
Berkeley Capital Partners, LLC	30	For

9. To approve, on an advisory non-binding basis, the frequency of future advisory non-binding votes to approve the compensation of our named executive officers

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-06-23 (outside the 2023-2024 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.1%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,150 for, 0 against).

FOR: 1,150 (99.1%)1 YEAR: 10 (0.9%)

Largest asset managers voting on “To approve, on an advisory non-binding basis, the frequency of future advisory non-binding votes to approve th” at OKTA INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Ignite Planners, LLC	1,150	0	0	0	For
MBA Advisors LLC	0	0	0	0	1 Year

Largest OKTA INC. shareholders voting in 2023-2024

Ranked by the number of OKTA INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 167,465,000 shares outstanding at the time of that meeting.

Top OKTA INC. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	Fidelity	18.23%
2	Vanguard	10.51%
3	American Century	4.76%
4	BlackRock	4.59%
5	SANDS CAPITAL MANAGEMENT, LLC	3.83%
6	First Trust	1.95%
7	Voya	1.92%
8	State Street	1.64%
9	GEODE CAPITAL MANAGEMENT, LLC	1.48%
10	Charles Schwab	1.33%

Reported OKTA INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

OKTA INC. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	11.83%	13F
BlackRock	11.08%	13F
FMR (Fidelity)	5.85%	13F
State Street	1.94%	13F
S	1.81%	13G
Geode Capital	1.48%	13F
D.E. Shaw	1.32%	13F
JPMorgan Chase	1.28%	13F
Morgan Stanley	1.04%	13F
Citadel Advisors	0.89%	13F

Percentages above are of 167,465,000 shares outstanding, as reported by OKTA INC. on its Form 10-Q dated 2024-04-30 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from OKTA INC.’s 10-Q dated 2024-04-30. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At OKTA INC.'s shareholder meeting held 2024-06-20, in the 2023-2024 proxy season, 612 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,967 separate fund positions. Their filings are grouped here into 9 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on an advisory non-binding basis, the compensation of our named executive officers. — FOR was 94% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: OKTA INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-06-24.

OKTA INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.