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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.
Meeting of June 20, 2024: 5 items on OKTA INC.’s Form 8-K, filed June 24, 2024: 3 elected · 2 approved.
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
Explore OKTA INC. in the interactive database Compare manager voting policies
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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Emilie Choi | 187,532,317 | -- | -- | 1,713,910 | 21,946,042 | 99.0% | Elected | — |
| Elect Director: Todd McKinnon | 185,114,033 | -- | -- | 4,132,194 | 21,946,042 | 98% | Elected | — |
| Elect Director: Michael Stankey | 156,173,872 | -- | -- | 33,072,355 | 21,946,042 | 83% | Elected | — |
| 2. Ratification of Appointment of Independent Registered Public Accounting Firm | 209,480,482 | 1,587,147 | 124,640 | -- | -- | 99.2% | Approved | — |
| 3. Advisory Non-Binding Vote on Compensation of Named Executive Officers | 176,077,001 | 10,709,203 | 2,460,023 | -- | 21,946,042 | 94% | Approved | — |
Source: OKTA INC., Form 8-K, filed with the SEC on June 24, 2024 — read the filing on EDGAR.
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.
Combines 5 wordings of this item as funds reported it.
99.0% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 17,238,544 | 0 | 0 | 0 | For |
| Fidelity | 15,589,960 | 0 | 0 | 0 | For |
| American Century | 3,689,953 | 0 | 0 | 0 | For |
| First Trust | 3,038,614 | 0 | 0 | 0 | For |
| BlackRock | 2,692,055 | 0 | 0 | 0 | For |
| Virtus | 2,085,390 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 1,916,300 | 0 | 0 | 0 | For |
| Charles Schwab | 996,772 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 788,604 | 0 | 0 | 0 | For |
| Neuberger Berman | 782,027 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 705,818 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 662,972 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 0 | 609,698 | Withhold |
| OLD WESTBURY FUNDS INC | 553,225 | 0 | 0 | 0 | For |
| TIAA | 551,724 | 0 | 0 | 0 | For |
| Capital Group | 500,000 | 0 | 0 | 0 | For |
| Global X | 455,083 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 378,499 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 346,900 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 332,005 | 0 | 0 | 0 | For |
| Jackson National | 249,054 | 0 | 5,586 | 0 | For |
| NICHOLAS II, INC | 196,417 | 0 | 0 | 0 | For |
| Principal | 185,078 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 178,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 172,486 | 0 | 0 | 0 | For |
Showing the 25 largest of 122 asset managers. See all 122 in the interactive database.
Combines 5 wordings of this item as funds reported it.
83% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 17,060,814 | 0 | 0 | 177,730 | For |
| Fidelity | 13,371,059 | 0 | 0 | 2,218,901 | Mixed |
| American Century | 3,164,685 | 0 | 0 | 525,268 | Mixed |
| First Trust | 0 | 0 | 0 | 3,038,614 | Withhold |
| BlackRock | 2,692,055 | 0 | 0 | 0 | For |
| Virtus | 2,085,390 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 1,916,300 | 0 | 0 | 0 | For |
| Charles Schwab | 996,772 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 788,604 | 0 | 0 | 0 | For |
| Neuberger Berman | 782,027 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 705,818 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 609,453 | 0 | 53,519 | 0 | Mixed |
| Dimensional | 0 | 0 | 0 | 609,698 | Withhold |
| OLD WESTBURY FUNDS INC | 0 | 0 | 0 | 553,225 | Withhold |
| TIAA | 0 | 0 | 0 | 551,724 | Withhold |
| Capital Group | 500,000 | 0 | 0 | 0 | For |
| Global X | 455,083 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 378,499 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 346,900 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 332,005 | 0 | 0 | 0 | For |
| Jackson National | 147,500 | 0 | 107,140 | 0 | Mixed |
| NICHOLAS II, INC | 0 | 0 | 0 | 196,417 | Withhold |
| Principal | 171,962 | 0 | 0 | 13,116 | Mixed |
| Managed Portfolio Series | 0 | 0 | 0 | 178,413 | Withhold |
| AIG/SunAmerica | 0 | 0 | 0 | 172,486 | Withhold |
Showing the 25 largest of 122 asset managers. See all 122 in the interactive database.
Combines 5 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 17,238,544 | 0 | 0 | 0 | For |
| Fidelity | 15,589,960 | 0 | 0 | 0 | For |
| American Century | 3,689,953 | 0 | 0 | 0 | For |
| First Trust | 3,038,614 | 0 | 0 | 0 | For |
| BlackRock | 2,692,055 | 0 | 0 | 0 | For |
| Virtus | 2,085,390 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 1,916,300 | 0 | 0 | 0 | For |
| Charles Schwab | 996,772 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 788,604 | 0 | 0 | 0 | For |
| Neuberger Berman | 782,027 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 705,818 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 662,972 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 0 | 609,698 | Withhold |
| OLD WESTBURY FUNDS INC | 553,225 | 0 | 0 | 0 | For |
| TIAA | 551,724 | 0 | 0 | 0 | For |
| Capital Group | 500,000 | 0 | 0 | 0 | For |
| Global X | 455,083 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 378,499 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 346,900 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 332,005 | 0 | 0 | 0 | For |
| Jackson National | 249,054 | 0 | 5,586 | 0 | For |
| NICHOLAS II, INC | 196,417 | 0 | 0 | 0 | For |
| Principal | 185,078 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 178,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 172,486 | 0 | 0 | 0 | For |
Showing the 25 largest of 122 asset managers. See all 122 in the interactive database.
Combines 24 wordings of this item as funds reported it.
94% Approved · of votes cast
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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 17,238,544 | 0 | 0 | 0 | For |
| Fidelity | 15,589,960 | 0 | 0 | 0 | For |
| American Century | 3,674,282 | 15,671 | 0 | 0 | For |
| First Trust | 3,038,614 | 0 | 0 | 0 | For |
| BlackRock | 2,692,055 | 0 | 0 | 0 | For |
| Virtus | 590 | 0 | 2,084,800 | 0 | Abstain |
| Advisors' Inner Circle Fund II | 1,916,300 | 0 | 0 | 0 | For |
| Charles Schwab | 996,772 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 788,604 | 0 | 0 | 0 | For |
| Neuberger Berman | 782,027 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 705,818 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 662,972 | 0 | 0 | 0 | For |
| Dimensional | 609,698 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 553,225 | 0 | 0 | 0 | For |
| TIAA | 551,724 | 0 | 0 | 0 | For |
| Capital Group | 0 | 500,000 | 0 | 0 | Against |
| Global X | 455,083 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 378,499 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 346,900 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 332,005 | 0 | 0 | 0 | For |
| Jackson National | 153,086 | 101,554 | 0 | 0 | Mixed |
| NICHOLAS II, INC | 196,417 | 0 | 0 | 0 | For |
| Principal | 185,078 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 178,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 172,486 | 0 | 0 | 0 | For |
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 14,942,769 | 0 | 0 | 0 | For |
| SANDS CAPITAL MANAGEMENT, LLC | 6,416,903 | 0 | 0 | 0 | For |
| BlackRock | 4,955,989 | 46,004 | 0 | 0 | For |
| American Century | 4,272,355 | 15,811 | 0 | 0 | For |
| Voya | 3,194,851 | 0 | 0 | 0 | For |
| State Street | 2,677,535 | 5,209 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 2,482,161 | 0 | 0 | 0 | For |
| Whale Rock Capital Management LLC | 1,914,346 | 0 | 0 | 0 | For |
| ArrowMark Colorado Holdings LLC | 1,452,835 | 0 | 0 | 0 | For |
| Man Group plc | 0 | 1,267,260 | 0 | 0 | Against |
| EMINENCE CAPITAL, LP | 1,235,309 | 0 | 0 | 0 | For |
| Charles Schwab | 1,150,058 | 0 | 0 | 0 | For |
| PRIMECAP MANAGEMENT CO/CA/ | 1,187,216 | 0 | 0 | 0 | For |
| UBS | 155,000 | 969,497 | 0 | 0 | Mixed |
| Neuberger Berman | 941,753 | 0 | 0 | 0 | For |
| Champlain Investment Partners, LLC | 931,087 | 0 | 0 | 0 | For |
| Deer Management Co. LLC | 917,649 | 0 | 0 | 0 | For |
| Northern Trust | 848,088 | 58,871 | 0 | 0 | Mixed |
| DE Shaw | 876,652 | 0 | 0 | 0 | For |
| MARSHALL WACE, LLP | 0 | 865,577 | 0 | 0 | Against |
| Legal & General Investment Management Ltd | 0 | 812,579 | 0 | 0 | Against |
| Jackson Square Partners, LLC | 684,076 | 0 | 0 | 0 | For |
| PICTET ASSET MANAGEMENT SA | 672,852 | 0 | 0 | 0 | For |
| Nuveen | 578,625 | 0 | 0 | 0 | For |
| BESSEMER INVESTMENT MANAGEMENT LLC | 553,225 | 0 | 0 | 0 | For |
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.
Combines 5 wordings of this item as funds reported it.
99.2% Approved · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 17,238,544 | 0 | 0 | 0 | For |
| Fidelity | 15,589,960 | 0 | 0 | 0 | For |
| American Century | 3,689,953 | 0 | 0 | 0 | For |
| First Trust | 3,038,614 | 0 | 0 | 0 | For |
| BlackRock | 2,692,055 | 0 | 0 | 0 | For |
| Virtus | 2,085,390 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 1,916,300 | 0 | 0 | 0 | For |
| Charles Schwab | 996,772 | 0 | 0 | 0 | For |
| TOUCHSTONE FUNDS GROUP TRUST | 788,604 | 0 | 0 | 0 | For |
| Neuberger Berman | 782,027 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 705,818 | 0 | 0 | Against |
| Bridge Builder Trust | 662,972 | 0 | 0 | 0 | For |
| Dimensional | 609,698 | 0 | 0 | 0 | For |
| OLD WESTBURY FUNDS INC | 553,225 | 0 | 0 | 0 | For |
| TIAA | 551,724 | 0 | 0 | 0 | For |
| Capital Group | 500,000 | 0 | 0 | 0 | For |
| Global X | 455,083 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 378,499 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 346,900 | 0 | 0 | 0 | For |
| MERIDIAN FUND INC | 332,005 | 0 | 0 | 0 | For |
| Jackson National | 254,640 | 0 | 0 | 0 | For |
| NICHOLAS II, INC | 196,417 | 0 | 0 | 0 | For |
| Principal | 185,078 | 0 | 0 | 0 | For |
| Managed Portfolio Series | 178,413 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 172,486 | 0 | 0 | 0 | For |
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.
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.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 10.29% |
| 2 | Fidelity | 9.31% |
| 3 | American Century | 2.20% |
| 4 | First Trust | 1.81% |
| 5 | BlackRock | 1.61% |
| 6 | Virtus | 1.25% |
| 7 | Advisors' Inner Circle Fund II | 1.14% |
| 8 | Charles Schwab | 0.60% |
| 9 | TOUCHSTONE FUNDS GROUP TRUST | 0.47% |
| 10 | Neuberger Berman | 0.47% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Fidelity | 8.92% |
| 2 | SANDS CAPITAL MANAGEMENT, LLC | 3.83% |
| 3 | BlackRock | 2.99% |
| 4 | American Century | 2.56% |
| 5 | Voya | 1.91% |
| 6 | State Street | 1.60% |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.48% |
| 8 | Whale Rock Capital Management LLC | 1.14% |
| 9 | ArrowMark Colorado Holdings LLC | 0.87% |
| 10 | Man Group plc | 0.76% |
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.
| 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.
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.