OKTA INC. 2024-2025 Proxy Voting Records

Description as filed by funds: To elect two Class II directors to serve until the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Jeff Epstein

OKTA INC.’s own tally for this item (“Elect Director: Jeff Epstein”): 145,204,230 for, 59,429,986 withheld, per its Form 8-K filed June 25, 2025 (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 two persons named below as Class II directors to serve until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified.”
Support: 71% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 126 asset managers below reported 43,446,966 for, 16,981,655 withheld, 1,808,150 abstained, 80 not voted.

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

Description as filed by funds: To elect two Class II directors to serve until the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified: J. Frederic Kerrest

OKTA INC.’s own tally for this item (“Elect Director: J. Frederic Kerrest”): 200,104,430 for, 4,529,786 withheld, per its Form 8-K filed June 25, 2025 (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 two persons named below as Class II directors to serve until the 2028 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 126 asset managers below reported 61,990,429 for, 182,302 withheld, 64,040 abstained, 80 not voted.

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

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”): 193,508,154 for, 10,232,848 against — passed, per its Form 8-K filed June 25, 2025 (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 2025 Proxy Statement.”
Support: 95% 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, all 126 managers: 59,853,494 for, 2,372,805 against, 884 abstained, 80 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 566 managers: 70,904,595 for, 7,530,334 against, 502,198 abstained, 63,008 not voted, 79,021 1 year, 1,990 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: 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.

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). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 122 managers: 116,794 for, 501,885 abstained, 80 not voted, 61,498,114 1 year, 124,254 3 year, 2 unknown, 0 2 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 521 managers: 199,853 for, 6,852 against, 501,456 abstained, 63,684 not voted, 72,430,892 1 year, 958,952 3 year, 2,596 2 year, 2,025 unknown. Showing the 25 largest; see all in the interactive database.

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, 2026.

OKTA INC.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 221,179,437 for, 2,681,904 against — passed, per its Form 8-K filed June 25, 2025 (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, 2026.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 131 asset managers below reported 61,327,417 for, 889,571 against, 884 abstained, 80 not voted.

Showing the 25 largest of 131 asset managers. See all 131 in the interactive database.