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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 June 24, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 5Ballot items
  • 611Asset managers
  • 2,960Fund votes
  • June 20, 2024Meeting date

Results at a glance

Meeting of June 20, 2024: 5 items on OKTA INC.’s Form 8-K, filed June 24, 2024: 3 elected · 2 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

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 June 24, 2024 (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 June 20, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Emilie Choi 187,532,317---- 1,713,91021,946,042 99.0%Elected—
Elect Director: Todd McKinnon 185,114,033---- 4,132,19421,946,042 98%Elected—
Elect Director: Michael Stankey 156,173,872---- 33,072,35521,946,042 83%Elected—
2. Ratification of Appointment of Independent Registered Public Accounting Firm 209,480,4821,587,147124,640 ---- 99.2%Approved—
3. Advisory Non-Binding Vote on Compensation of Named Executive Officers 176,077,00110,709,2032,460,023 --21,946,042 94%Approved—

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

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

Each item below shows how the 611 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.

1. Elect Director: Emilie Choi

Official resultDIRECTOR ELECTIONSReported outcome: Elected

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
Details: description as filed, official tally, votes by 122 asset managers

Description as filed by funds: 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

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 June 24, 2024 (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.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected each of the three persons named below as Class I directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.”
Support: 99.0% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 122 asset managers below reported 56,811,539 for, 672,144 withheld, 56,480 abstained.

FOR
FOR: 56,811,539ABSTAIN: 56,480WITHHOLD: 672,144
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 managerForAgainst AbstainWithheldVote
Vanguard17,238,5440 00For
Fidelity15,589,9600 00For
American Century3,689,9530 00For
First Trust3,038,6140 00For
BlackRock2,692,0550 00For
Virtus2,085,3900 00For
Advisors' Inner Circle Fund II1,916,3000 00For
Charles Schwab996,7720 00For
TOUCHSTONE FUNDS GROUP TRUST788,6040 00For
Neuberger Berman782,0270 00For
Amplify ETF Trust705,8180 00For
Bridge Builder Trust662,9720 00For
Dimensional00 0609,698Withhold
OLD WESTBURY FUNDS INC553,2250 00For
TIAA551,7240 00For
Capital Group500,0000 00For
Global X455,0830 00For
ADVISORS' INNER CIRCLE FUND378,4990 00For
PRIMECAP Odyssey Funds346,9000 00For
MERIDIAN FUND INC332,0050 00For
Jackson National249,0540 5,5860For
NICHOLAS II, INC196,4170 00For
Principal185,0780 00For
Managed Portfolio Series178,4130 00For
AIG/SunAmerica172,4860 00For

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

2. Elect Director: Michael Stankey

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%WITHHELD
FOR: 156,173,872WITHHELD: 33,072,355
Details: description as filed, official tally, votes by 122 asset managers

Description as filed by funds: 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

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 June 24, 2024 (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.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected each of the three persons named below as Class I directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.”
Support: 83% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 122 asset managers below reported 47,758,969 for, 9,523,361 withheld, 257,833 abstained.

FORWITHHOLD
FOR: 47,758,969ABSTAIN: 257,833WITHHOLD: 9,523,361
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 managerForAgainst AbstainWithheldVote
Vanguard17,060,8140 0177,730For
Fidelity13,371,0590 02,218,901Mixed
American Century3,164,6850 0525,268Mixed
First Trust00 03,038,614Withhold
BlackRock2,692,0550 00For
Virtus2,085,3900 00For
Advisors' Inner Circle Fund II1,916,3000 00For
Charles Schwab996,7720 00For
TOUCHSTONE FUNDS GROUP TRUST788,6040 00For
Neuberger Berman782,0270 00For
Amplify ETF Trust705,8180 00For
Bridge Builder Trust609,4530 53,5190Mixed
Dimensional00 0609,698Withhold
OLD WESTBURY FUNDS INC00 0553,225Withhold
TIAA00 0551,724Withhold
Capital Group500,0000 00For
Global X455,0830 00For
ADVISORS' INNER CIRCLE FUND378,4990 00For
PRIMECAP Odyssey Funds346,9000 00For
MERIDIAN FUND INC332,0050 00For
Jackson National147,5000 107,1400Mixed
NICHOLAS II, INC00 0196,417Withhold
Principal171,9620 013,116Mixed
Managed Portfolio Series00 0178,413Withhold
AIG/SunAmerica00 0172,486Withhold

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

3. Elect Director: Todd McKinnon

Official resultDIRECTOR ELECTIONSReported outcome: Elected

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
Details: description as filed, official tally, votes by 122 asset managers

Description as filed by funds: 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

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 June 24, 2024 (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.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected each of the three persons named below as Class I directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 122 asset managers below reported 56,818,706 for, 662,932 withheld, 58,525 abstained.

FOR
FOR: 56,818,706ABSTAIN: 58,525WITHHOLD: 662,932
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 managerForAgainst AbstainWithheldVote
Vanguard17,238,5440 00For
Fidelity15,589,9600 00For
American Century3,689,9530 00For
First Trust3,038,6140 00For
BlackRock2,692,0550 00For
Virtus2,085,3900 00For
Advisors' Inner Circle Fund II1,916,3000 00For
Charles Schwab996,7720 00For
TOUCHSTONE FUNDS GROUP TRUST788,6040 00For
Neuberger Berman782,0270 00For
Amplify ETF Trust705,8180 00For
Bridge Builder Trust662,9720 00For
Dimensional00 0609,698Withhold
OLD WESTBURY FUNDS INC553,2250 00For
TIAA551,7240 00For
Capital Group500,0000 00For
Global X455,0830 00For
ADVISORS' INNER CIRCLE FUND378,4990 00For
PRIMECAP Odyssey Funds346,9000 00For
MERIDIAN FUND INC332,0050 00For
Jackson National249,0540 5,5860For
NICHOLAS II, INC196,4170 00For
Principal185,0780 00For
Managed Portfolio Series178,4130 00For
AIG/SunAmerica172,4860 00For

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

4. 3. Advisory Non-Binding Vote on Compensation of Named Executive Officers

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 24 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%
FOR: 176,077,001AGAINST: 10,709,203
Details: description as filed, official tally, votes by 610 asset managers

Description as filed by funds: To approve, on an advisory non-binding basis, the compensation of our named executive officers.

OKTA INC.’s own tally for this item (“3. Advisory Non-Binding Vote on Compensation of Named Executive Officers”): 176,077,001 for, 10,709,203 against — passed, per its Form 8-K filed June 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved, on an advisory non-binding basis, the compensation of the Company's named executive officers, as disclosed in the 2024 Proxy Statement.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 124 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 managerForAgainst AbstainWithheldVote
Vanguard17,238,5440 00For
Fidelity15,589,9600 00For
American Century3,674,28215,671 00For
First Trust3,038,6140 00For
BlackRock2,692,0550 00For
Virtus5900 2,084,8000Abstain
Advisors' Inner Circle Fund II1,916,3000 00For
Charles Schwab996,7720 00For
TOUCHSTONE FUNDS GROUP TRUST788,6040 00For
Neuberger Berman782,0270 00For
Amplify ETF Trust705,8180 00For
Bridge Builder Trust662,9720 00For
Dimensional609,6980 00For
OLD WESTBURY FUNDS INC553,2250 00For
TIAA551,7240 00For
Capital Group0500,000 00Against
Global X455,0830 00For
ADVISORS' INNER CIRCLE FUND378,4990 00For
PRIMECAP Odyssey Funds346,9000 00For
MERIDIAN FUND INC332,0050 00For
Jackson National153,086101,554 00Mixed
NICHOLAS II, INC196,4170 00For
Principal185,0780 00For
Managed Portfolio Series178,4130 00For
AIG/SunAmerica172,4860 00For

Fund voting reports, all 124 managers: 54,504,926 for, 985,148 against, 2,086,232 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 514 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 managerForAgainst AbstainWithheldVote
Fidelity14,942,7690 00For
SANDS CAPITAL MANAGEMENT, LLC6,416,9030 00For
BlackRock4,955,98946,004 00For
American Century4,272,35515,811 00For
Voya3,194,8510 00For
State Street2,677,5355,209 00For
GEODE CAPITAL MANAGEMENT, LLC2,482,1610 00For
Whale Rock Capital Management LLC1,914,3460 00For
ArrowMark Colorado Holdings LLC1,452,8350 00For
Man Group plc01,267,260 00Against
EMINENCE CAPITAL, LP1,235,3090 00For
Charles Schwab1,150,0580 00For
PRIMECAP MANAGEMENT CO/CA/1,187,2160 00For
UBS155,000969,497 00Mixed
Neuberger Berman941,7530 00For
Champlain Investment Partners, LLC931,0870 00For
Deer Management Co. LLC917,6490 00For
Northern Trust848,08858,871 00Mixed
DE Shaw876,6520 00For
MARSHALL WACE, LLP0865,577 00Against
Legal & General Investment Management Ltd0812,579 00Against
Jackson Square Partners, LLC684,0760 00For
PICTET ASSET MANAGEMENT SA672,8520 00For
Nuveen578,6250 00For
BESSEMER INVESTMENT MANAGEMENT LLC553,2250 00For

Institutional-manager reports, all 514 managers: 69,368,392 for, 7,989,345 against, 46 withheld, 480,001 abstained, 72,695 not voted, 23 unknown. Showing the 25 largest; see all in the interactive database.

5. 2. Ratification of Appointment of Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

99.2% Approved · of votes cast

FOR 99.2%
FOR: 209,480,482AGAINST: 1,587,147
Details: description as filed, official tally, votes by 126 asset managers

Description as filed by funds: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2025.

OKTA INC.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 209,480,482 for, 1,587,147 against — passed, per its Form 8-K filed June 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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, 2025.”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 126 asset managers below reported 56,832,977 for, 711,132 against.

FOR
FOR: 56,832,977AGAINST: 711,132
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 managerForAgainst AbstainWithheldVote
Vanguard17,238,5440 00For
Fidelity15,589,9600 00For
American Century3,689,9530 00For
First Trust3,038,6140 00For
BlackRock2,692,0550 00For
Virtus2,085,3900 00For
Advisors' Inner Circle Fund II1,916,3000 00For
Charles Schwab996,7720 00For
TOUCHSTONE FUNDS GROUP TRUST788,6040 00For
Neuberger Berman782,0270 00For
Amplify ETF Trust0705,818 00Against
Bridge Builder Trust662,9720 00For
Dimensional609,6980 00For
OLD WESTBURY FUNDS INC553,2250 00For
TIAA551,7240 00For
Capital Group500,0000 00For
Global X455,0830 00For
ADVISORS' INNER CIRCLE FUND378,4990 00For
PRIMECAP Odyssey Funds346,9000 00For
MERIDIAN FUND INC332,0050 00For
Jackson National254,6400 00For
NICHOLAS II, INC196,4170 00For
Principal185,0780 00For
Managed Portfolio Series178,4130 00For
AIG/SunAmerica172,4860 00For

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

Not shown here: this season’s fund filings also report 1 item from the meeting of June 24, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest OKTA INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 167,465,000 shares outstanding at the time of that meeting.

Fund voting reports: top OKTA INC. shareholders by shares voted on “To approve, on an advisory non-binding basis, the compensation of our named executive officers.”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 10.29%
2Fidelity 9.31%
3American Century 2.20%
4First Trust 1.81%
5BlackRock 1.61%
6Virtus 1.25%
7Advisors' Inner Circle Fund II 1.14%
8Charles Schwab 0.60%
9TOUCHSTONE FUNDS GROUP TRUST 0.47%
10Neuberger Berman 0.47%
Institutional-manager reports: top OKTA INC. shareholders by shares voted on “To approve, on an advisory non-binding basis, the compensation of our named executive officers.”, 2023-2024
#Asset manager % of shares outstanding
1Fidelity 8.92%
2SANDS CAPITAL MANAGEMENT, LLC 3.83%
3BlackRock 2.99%
4American Century 2.56%
5Voya 1.91%
6State Street 1.60%
7GEODE CAPITAL MANAGEMENT, LLC 1.48%
8Whale Rock Capital Management LLC 1.14%
9ArrowMark Colorado Holdings LLC 0.87%
10Man Group plc 0.76%

Reported OKTA INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

OKTA INC. holdings and ownership disclosed 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 April 30, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), 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 April 30, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At OKTA INC.'s shareholder meeting held June 20, 2024, in the 2023-2024 proxy season, 611 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 2,960 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory non-binding basis, the compensation of our named executive officers. — OKTA INC.'s filing reports the proposal as approved, with 94% support 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). Source: OKTA INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 24, 2024.

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

Download data (CSV): ballot items · votes by manager · column guide.