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Okta, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Okta, Inc.’s Form 8-K, filed 2026-06-23 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 14Reported items
  • 691Asset managers
  • 3,784Fund votes
  • 2026-06-18Meeting date

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

Explore Okta, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 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 2026-06-23 (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 2026-06-18
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Anthony Bates 189,401,386---- 14,712,06320,320,883 Majority: yes
Elect Director: David Schellhase 197,790,448---- 6,323,00120,320,883 Majority: yes
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm 222,282,4601,836,402315,470 ---- Majority: yes
Proposal 3: Advisory Non-Binding Vote on Compensation of Named Executive Officers 154,747,38049,257,140108,929 --20,320,883 Majority: yes
Proposal 4: Vote to Approve an Amendment to the Company's 2017 Equity Incentive Plan 144,073,13559,915,901124,413 --20,320,883 Majority: yes

Source: Okta, Inc., Form 8-K, filed with the SEC on 2026-06-23 — read the filing on EDGAR.

How asset managers voted at the Okta, Inc. 2025-2026 meeting

Each item below shows how the 691 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 2026-06-18.

Combines 15 wordings of this item as funds reported it.

76% Majority: yes · of votes cast

FOR 76%AGAINST 24%
FOR: 154,747,380AGAINST: 49,257,140

Okta, Inc.’s own tally for this item (“Proposal 3: Advisory Non-Binding Vote on Compensation of Named Executive Officers”): 154,747,380 for, 49,257,140 against, per its Form 8-K filed 2026-06-23 (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 675 asset managers below cast 65% of the shares they voted on this item FOR (95,177,012 for, 52,078,423 against).

FOR 65%AGAINST 35%
FOR: 95,177,012 (64.6%)AGAINST: 52,078,423 (35.3%)ABSTAIN: 37,672 (0.0%)NOT VOTED: 96,773 (0.1%)
Largest asset managers voting on “To approve, on an advisory non-binding basis, the compensation of our named executive officers.” at Okta, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Fidelity22,542,8001,309 00For
Vanguard20,818,630307,746 00For
BlackRock17,155,615269,313 00For
Allspring05,852,151 00Against
American Century05,581,470 00Against
State Street23,5555,350,089 00Against
First Trust04,222,784 00Against
Victory Capital03,378,317 00Against
GEODE CAPITAL MANAGEMENT, LLC3,373,7820 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/3,369,2400 00For
Charles Schwab2,874,9400 00For
PICTET ASSET MANAGEMENT SA02,500,991 00Against
MFS2,297,7010 00For
Swedbank Robur Fonder AB02,098,035 00Against
Columbia Threadneedle1,828,83223,348 00For
PRIMECAP MANAGEMENT CO/CA/1,747,5280 00For
Northern Trust1,262,199200,541 00For
Wellington1,371,8750 00For
Federated Hermes1,214,9860 00For
Amplify ETF Trust1,079,2590 00For
Capital Group1,000,0001,120 00For
JPMorgan0977,120 00Against
MELLON INVESTMENTS Corp854,9636,568 00For
Voya0841,732 00Against
Global X839,6771,981 00For

Showing the 25 largest of 675 asset managers. See all 675 in the interactive database.

2. To approve an amendment to our 2017 Equity Incentive Plan.

COMPENSATIONMajority of the votes cast: yes

Meeting held 2026-06-18.

Combines 8 wordings of this item as funds reported it.

71% Majority: yes · of votes cast

FOR 71%AGAINST 29%
FOR: 144,073,135AGAINST: 59,915,901

Okta, Inc.’s own tally for this item (“Proposal 4: Vote to Approve an Amendment to the Company's 2017 Equity Incentive Plan”): 144,073,135 for, 59,915,901 against, per its Form 8-K filed 2026-06-23 (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 136 asset managers below cast 62% of the shares they voted on this item FOR (44,667,432 for, 26,968,894 against).

FOR 62%AGAINST 38%
FOR: 44,667,432 (62.3%)AGAINST: 26,968,894 (37.6%)ABSTAIN: 30,940 (0.0%)NOT VOTED: 203 (0.0%)
Largest asset managers voting on “To approve an amendment to our 2017 Equity Incentive Plan.” at Okta, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,281,538299,037 00For
Fidelity2,947,5919,654,142 00Against
BlackRock10,439,2920 00For
First Trust03,781,789 00Against
Allspring02,586,392 00Against
American Century02,563,927 00Against
MFS2,297,7010 00For
Victory Capital02,150,669 00Against
Columbia Threadneedle1,828,8320 00For
Charles Schwab1,388,1030 00For
State Street1,2731,242,920 00Against
Amplify ETF Trust01,079,259 00Against
JPMorgan975,8800 00For
Global X839,6770 00For
Bridge Builder Trust592,57783,047 00For
Capital Group500,0000 00For
Advisors' Inner Circle Fund II482,2800 00For
Federated Hermes455,9560 00For
Jackson National450,0773,952 00For
CARILLON SERIES TRUST0428,344 00Against
Dimensional0425,985 00Against
AIG/SunAmerica0354,123 00Against
Equitable125,222189,126 00Against
PRIMECAP Odyssey Funds289,6790 00For
Pacer Funds Trust0239,022 00Against

Showing the 25 largest of 136 asset managers. See all 136 in the interactive database.

3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2026-06-18.

Combines 5 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 222,282,460AGAINST: 1,836,402

Okta, Inc.’s own tally for this item (“Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm”): 222,282,460 for, 1,836,402 against, per its Form 8-K filed 2026-06-23 (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 99.9% of the shares they voted on this item FOR (71,440,043 for, 82 against).

FOR 99.9%
FOR: 71,440,043 (100.0%)AGAINST: 82 (0.0%)ABSTAIN: 27,384 (0.0%)NOT VOTED: 203 (0.0%)
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., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,580,5728 00For
Fidelity12,601,7330 00For
BlackRock10,439,2920 00For
First Trust3,781,7890 00For
Allspring2,586,3920 00For
American Century2,563,9270 00For
MFS2,297,7010 00For
Victory Capital2,150,6690 00For
Columbia Threadneedle1,828,8320 00For
Charles Schwab1,388,1030 00For
State Street1,244,11974 00For
Amplify ETF Trust1,079,2590 00For
JPMorgan975,8800 00For
Global X839,6770 00For
Bridge Builder Trust675,6240 00For
Capital Group500,0000 00For
Advisors' Inner Circle Fund II482,2800 00For
Federated Hermes455,9560 00For
Jackson National454,0290 00For
CARILLON SERIES TRUST428,3440 00For
Dimensional425,9850 00For
AIG/SunAmerica354,1230 00For
Equitable314,3480 00For
PRIMECAP Odyssey Funds289,6790 00For
Pacer Funds Trust239,0220 00For

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

4. To elect two Class III directors to serve until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Anthony Bates

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-18.

Combines 9 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%7%
FOR: 189,401,386WITHHELD: 14,712,063

Okta, Inc.’s own tally for this item (“Elect Director: Anthony Bates”): 189,401,386 for, 14,712,063 withheld, per its Form 8-K filed 2026-06-23 (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 124 asset managers below cast 100% of the shares they voted on this item FOR (67,120,659 for, 0 against).

FOR 94%
FOR: 67,120,659 (93.7%)ABSTAIN: 4,521,740 (6.3%)NOT VOTED: 203 (0.0%)
Largest asset managers voting on “To elect two Class III directors to serve until the 2029 Annual Meeting of Stockholders or until their success” at Okta, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,580,5110 690For
Fidelity9,920,6990 2,681,0340For
BlackRock10,439,2920 00For
First Trust3,781,7890 00For
Allspring2,586,3920 00For
American Century2,563,9270 00For
MFS2,297,7010 00For
Victory Capital2,150,6690 00For
Columbia Threadneedle1,828,8320 00For
Charles Schwab1,388,1030 00For
State Street4,5950 1,239,5980Abstain
Amplify ETF Trust1,079,2590 00For
JPMorgan975,8800 00For
Global X839,6770 00For
Bridge Builder Trust675,6240 00For
Capital Group500,0000 00For
Advisors' Inner Circle Fund II482,2800 00For
Federated Hermes455,9560 00For
Jackson National454,0290 00For
CARILLON SERIES TRUST428,3440 00For
Dimensional425,9850 00For
AIG/SunAmerica354,1230 00For
Equitable125,2220 189,1260Abstain
PRIMECAP Odyssey Funds289,6790 00For
Pacer Funds Trust239,0220 00For

Showing the 25 largest of 124 asset managers. See all 124 in the interactive database.

5. To elect two Class III directors to serve until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified: David Schellhase

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-18.

Combines 9 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 197,790,448WITHHELD: 6,323,001

Okta, Inc.’s own tally for this item (“Elect Director: David Schellhase”): 197,790,448 for, 6,323,001 withheld, per its Form 8-K filed 2026-06-23 (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 124 asset managers below cast 100% of the shares they voted on this item FOR (69,125,685 for, 0 against).

FOR 96%
FOR: 69,125,685 (96.5%)ABSTAIN: 2,516,713 (3.5%)NOT VOTED: 203 (0.0%)
Largest asset managers voting on “To elect two Class III directors to serve until the 2029 Annual Meeting of Stockholders or until their success” at Okta, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,565,5840 14,9960For
Fidelity12,601,7330 00For
BlackRock10,439,2920 00For
First Trust3,781,7890 00For
Allspring2,586,3920 00For
American Century2,563,9270 00For
MFS00 2,297,7010Abstain
Victory Capital2,150,6690 00For
Columbia Threadneedle1,828,8320 00For
Charles Schwab1,388,1030 00For
State Street1,244,1930 00For
Amplify ETF Trust1,079,2590 00For
JPMorgan975,8800 00For
Global X839,6770 00For
Bridge Builder Trust675,6240 00For
Capital Group500,0000 00For
Advisors' Inner Circle Fund II482,2800 00For
Federated Hermes455,9560 00For
Jackson National454,0290 00For
CARILLON SERIES TRUST428,3440 00For
Dimensional425,9850 00For
AIG/SunAmerica354,1230 00For
Equitable249,6930 64,6550For
PRIMECAP Odyssey Funds289,6790 00For
Pacer Funds Trust239,0220 00For

Showing the 25 largest of 124 asset managers. See all 124 in the interactive database.

6. 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 2025-06-24 (outside the 2025-2026 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 193,508,154AGAINST: 10,232,848

Okta, Inc.’s own tally for this item (“Proposal 3: Advisory Non-Binding Vote on Compensation of Named Executive Officers”): 193,508,154 for, 10,232,848 against, per its Form 8-K filed 2025-06-25 (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 4 asset managers below cast 99.0% of the shares they voted on this item FOR (405,526 for, 3,820 against).

FOR 99.0%
FOR: 405,526 (99.1%)AGAINST: 3,820 (0.9%)
Largest asset managers voting on “To approve, on an advisory non-binding basis, the compensation of our named executive officers.” at Okta, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
GLENMEDE FUND INC370,2760 00For
Investment Management Corp of Ontario34,6700 00For
OSSIAM03,820 00Against
OSBORNE PARTNERS CAPITAL MANAGEMENT, LLC5800 00For

7. DIRECTOR

DIRECTOR ELECTIONS

Meeting held 2026-06-18.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (13,294 for, 0 against).

FOR: 13,294 (100.0%)
Largest asset managers voting on “DIRECTOR” at Okta, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
THOMPSON IM FUNDS INC8,5000 00For
Jackson Creek Investment Advisors LLC3,9460 00For
Zacks Trust8480 00For

8. Amend Omnibus Stock Plan

CORPORATE GOVERNANCEMajority of the votes cast: yes

Meeting held 2026-06-18.

71% Majority: yes · of votes cast

FOR 71%AGAINST 29%
FOR: 144,073,135AGAINST: 59,915,901

Okta, Inc.’s own tally for this item (“Proposal 4: Vote to Approve an Amendment to the Company's 2017 Equity Incentive Plan”): 144,073,135 for, 59,915,901 against, per its Form 8-K filed 2026-06-23 (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 3 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 187,667 against).

AGAINST 100%
AGAINST: 187,667 (100.0%)
Largest asset managers voting on “Amend Omnibus Stock Plan” at Okta, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Lincoln Financial089,157 00Against
Empower078,782 00Against
AGF Investments Trust019,728 00Against

9. Ratify Ernst & Young LLP as Auditors

AUDIT-RELATED

Meeting held 2026-06-18.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (187,667 for, 0 against).

FOR: 187,667 (100.0%)
Largest asset managers voting on “Ratify Ernst & Young LLP as Auditors” at Okta, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Lincoln Financial89,1570 00For
Empower78,7820 00For
AGF Investments Trust19,7280 00For

10. 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 2025-06-24 (outside the 2025-2026 season's 1 July to 30 June window; reported in this season's filings).

— fund support · no official result

ONE YEAR 99.8%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

ONE YEAR: 404,946 (99.9%)3 YEARS: 580 (0.1%)
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., 2025-2026
Asset managerForAgainst AbstainWithheldVote
GLENMEDE FUND INC00 00One Year
Investment Management Corp of Ontario00 00One Year
OSBORNE PARTNERS CAPITAL MANAGEMENT, LLC00 003 Years

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

SECTION 14A SAY-ON-PAY VOTES

Reported under meeting date 2026-04-22; no official results on file for that date.

45.2% fund support · no official result

FOR 45.2%AGAINST 54.8%

The 2 asset managers below cast 45.2% of the shares they voted on this item FOR (7,004 for, 8,503 against).

FOR: 7,004 (45.2%)AGAINST: 8,503 (54.8%)
Largest asset managers voting on “To approve, on an advisory non-binding basis, the compensation of our named executive officers.” at Okta, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
SCHRODER INVESTMENT MANAGEMENT GROUP08,503 00Against
Robertson Stephens Wealth Management, LLC7,0040 00For

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

SECTION 14A SAY-ON-PAY VOTES

Reported under meeting date 2026-06-10; no official results on file for that date.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (3 for, 0 against).

FOR: 3 (100.0%)
Largest asset managers voting on “To approve, on an advisory non-binding basis, the compensation of our named executive officers.” at Okta, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Quarry LP20 00For
Ironwood Investment Counsel, LLC10 00For

13. Director Elections

DIRECTOR ELECTIONS

Meeting held 2026-06-18.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (25 for, 0 against).

FOR: 25 (100.0%)
Largest asset managers voting on “Director Elections” at Okta, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Members Trust Co210 00For
Ballew Advisors, Inc40 00For

14. Election of Directors

DIRECTOR ELECTIONS

Meeting held 2026-06-18.

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

FOR: 100.0%
Largest asset managers voting on “Election of Directors” at Okta, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
NORTHERN LIGHTS FUND TRUST II1,4070 00For
TEALWOOD ASSET MANAGEMENT INC500 00For

Largest Okta, Inc. shareholders voting in 2025-2026

Ranked by the number of Okta, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 176,129,000 shares outstanding at the time of that meeting.

Top Okta, Inc. shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1Fidelity 12.80%
2Vanguard 11.99%
3BlackRock 9.89%
4Allspring 3.32%
5American Century 3.17%
6State Street 3.05%
7First Trust 2.40%
8Victory Capital 1.92%
9GEODE CAPITAL MANAGEMENT, LLC 1.92%
10MASSACHUSETTS FINANCIAL SERVICES CO /MA/ 1.91%

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 2025-2026 proxy season
Holder % outstanding Disclosure
BlackRock 10.81% 13F
FMR (Fidelity) 6.44% 13F
Vanguard Portfolio Management 5.26% 13G
State Street 3.47% 13F
Citadel Advisors 2.44% 13F
Point72 1.58% 13F
JPMorgan Chase 1.29% 13F
Wellington Management 1.02% 13F
Morgan Stanley 0.98% 13F

Percentages above are of 176,129,000 shares outstanding, as reported by Okta, Inc. on its Form 10-Q dated 2026-04-30 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 2026-04-30. 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 2026-06-18, in the 2025-2026 proxy season, 691 asset managers reported how they voted in their SEC Form N-PX filings, covering 3,784 separate fund positions. Their filings are grouped here into 14 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 76% 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 2026-06-23.

Okta, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).