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Compiled from SEC Form N-PX filings and Okta, Inc.’s Form 8-K, filed June 23, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 18, 2026: 5 items on Okta, Inc.’s Form 8-K, filed June 23, 2026: 2 elected · 3 approved.
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 23, 2026 (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: Anthony Bates | 189,401,386 | -- | -- | 14,712,063 | 20,320,883 | 93% | Elected | — |
| Elect Director: David Schellhase | 197,790,448 | -- | -- | 6,323,001 | 20,320,883 | 97% | Elected | — |
| 2. Ratification of Appointment of Independent Registered Public Accounting Firm | 222,282,460 | 1,836,402 | 315,470 | -- | -- | 99.1% | Approved | — |
| 3. Advisory Non-Binding Vote on Compensation of Named Executive Officers | 154,747,380 | 49,257,140 | 108,929 | -- | 20,320,883 | 76% | Approved | — |
| 4. Vote to Approve an Amendment to the Company's 2017 Equity Incentive Plan | 144,073,135 | 59,915,901 | 124,413 | -- | 20,320,883 | 71% | Approved | — |
Source: Okta, Inc., Form 8-K, filed with the SEC on June 23, 2026 — read the filing on EDGAR.
Each item below shows how the 682 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 9 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
Description as filed by funds: 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
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 June 23, 2026 (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 III directors, to serve on the Board until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified.”
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 125 asset managers below reported 67,369,533 for, 4,521,671 withheld, 69 abstained, 203 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 19,580,511 | 0 | 69 | 0 | For |
| Fidelity | 9,920,699 | 0 | 0 | 2,681,034 | Mixed |
| BlackRock | 10,439,292 | 0 | 0 | 0 | For |
| First Trust | 3,781,611 | 0 | 0 | 0 | For |
| Allspring | 2,586,392 | 0 | 0 | 0 | For |
| American Century | 2,563,927 | 0 | 0 | 0 | For |
| MFS | 2,297,701 | 0 | 0 | 0 | For |
| Victory Capital | 2,150,669 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 1,828,832 | 0 | 0 | 0 | For |
| Charles Schwab | 1,388,103 | 0 | 0 | 0 | For |
| State Street | 4,595 | 0 | 0 | 1,239,598 | Withhold |
| Amplify ETF Trust | 1,079,259 | 0 | 0 | 0 | For |
| JPMorgan | 975,880 | 0 | 0 | 0 | For |
| Global X | 839,677 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 675,624 | 0 | 0 | 0 | For |
| Capital Group | 500,000 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 482,280 | 0 | 0 | 0 | For |
| Federated Hermes | 455,956 | 0 | 0 | 0 | For |
| Jackson National | 454,029 | 0 | 0 | 0 | For |
| CARILLON SERIES TRUST | 428,344 | 0 | 0 | 0 | For |
| Dimensional | 425,985 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 354,123 | 0 | 0 | 0 | For |
| Equitable | 125,222 | 0 | 0 | 189,126 | Mixed |
| PRIMECAP Odyssey Funds | 289,679 | 0 | 0 | 0 | For |
| GLENMEDE FUND INC | 245,018 | 0 | 0 | 0 | For |
Showing the 25 largest of 125 asset managers. See all 125 in the interactive database.
Combines 9 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: 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
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 June 23, 2026 (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 III directors, to serve on the Board until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified.”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 125 asset managers below reported 69,374,559 for, 2,508,091 withheld, 8,622 abstained, 203 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 19,565,584 | 0 | 30 | 14,966 | For |
| Fidelity | 12,601,733 | 0 | 0 | 0 | For |
| BlackRock | 10,439,292 | 0 | 0 | 0 | For |
| First Trust | 3,781,611 | 0 | 0 | 0 | For |
| Allspring | 2,586,392 | 0 | 0 | 0 | For |
| American Century | 2,563,927 | 0 | 0 | 0 | For |
| MFS | 0 | 0 | 0 | 2,297,701 | Withhold |
| Victory Capital | 2,150,669 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 1,828,832 | 0 | 0 | 0 | For |
| Charles Schwab | 1,388,103 | 0 | 0 | 0 | For |
| State Street | 1,244,193 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 1,079,259 | 0 | 0 | 0 | For |
| JPMorgan | 975,880 | 0 | 0 | 0 | For |
| Global X | 839,677 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 675,624 | 0 | 0 | 0 | For |
| Capital Group | 500,000 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 482,280 | 0 | 0 | 0 | For |
| Federated Hermes | 455,956 | 0 | 0 | 0 | For |
| Jackson National | 454,029 | 0 | 0 | 0 | For |
| CARILLON SERIES TRUST | 428,344 | 0 | 0 | 0 | For |
| Dimensional | 425,985 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 354,123 | 0 | 0 | 0 | For |
| Equitable | 249,693 | 0 | 0 | 64,655 | Mixed |
| PRIMECAP Odyssey Funds | 289,679 | 0 | 0 | 0 | For |
| GLENMEDE FUND INC | 245,018 | 0 | 0 | 0 | For |
Showing the 25 largest of 125 asset managers. See all 125 in the interactive database.
Combines 8 wordings of this item as funds reported it.
71% Approved · of votes cast
Description as filed by funds: To approve an amendment to our 2017 Equity Incentive Plan.
Okta, Inc.’s own tally for this item (“4. Vote to Approve an Amendment to the Company's 2017 Equity Incentive Plan”): 144,073,135 for, 59,915,901 against — passed, per its Form 8-K filed June 23, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The stockholders approved an amendment to the 2017 Equity Incentive Plan.”
Support: 71% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of Okta, Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Amend Omnibus Stock Plan” (3 managers, 187,667 against).
The 137 asset managers below reported 44,667,435 for, 27,217,768 against, 30,940 abstained, 203 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 19,281,541 | 299,037 | 0 | 0 | For |
| Fidelity | 2,947,591 | 9,654,142 | 0 | 0 | Mixed |
| BlackRock | 10,439,292 | 0 | 0 | 0 | For |
| First Trust | 0 | 3,781,611 | 0 | 0 | Against |
| Allspring | 0 | 2,586,392 | 0 | 0 | Against |
| American Century | 0 | 2,563,927 | 0 | 0 | Against |
| MFS | 2,297,701 | 0 | 0 | 0 | For |
| Victory Capital | 0 | 2,150,669 | 0 | 0 | Against |
| Columbia Threadneedle | 1,828,832 | 0 | 0 | 0 | For |
| Charles Schwab | 1,388,103 | 0 | 0 | 0 | For |
| State Street | 1,273 | 1,242,920 | 0 | 0 | Against |
| Amplify ETF Trust | 0 | 1,079,259 | 0 | 0 | Against |
| JPMorgan | 975,880 | 0 | 0 | 0 | For |
| Global X | 839,677 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 592,577 | 83,047 | 0 | 0 | Mixed |
| Capital Group | 500,000 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 482,280 | 0 | 0 | 0 | For |
| Federated Hermes | 455,956 | 0 | 0 | 0 | For |
| Jackson National | 450,077 | 3,952 | 0 | 0 | For |
| CARILLON SERIES TRUST | 0 | 428,344 | 0 | 0 | Against |
| Dimensional | 0 | 425,985 | 0 | 0 | Against |
| AIG/SunAmerica | 0 | 354,123 | 0 | 0 | Against |
| Equitable | 125,222 | 189,126 | 0 | 0 | Mixed |
| PRIMECAP Odyssey Funds | 289,679 | 0 | 0 | 0 | For |
| GLENMEDE FUND INC | 0 | 245,018 | 0 | 0 | Against |
Showing the 25 largest of 137 asset managers. See all 137 in the interactive database.
Combines 15 wordings of this item as funds reported it.
76% 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”): 154,747,380 for, 49,257,140 against — passed, per its Form 8-K filed June 23, 2026 (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 2026 Proxy Statement.”
Support: 76% 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 | 19,289,921 | 290,659 | 0 | 0 | For |
| Fidelity | 12,601,733 | 0 | 0 | 0 | For |
| BlackRock | 10,391,682 | 47,610 | 0 | 0 | For |
| First Trust | 0 | 3,781,611 | 0 | 0 | Against |
| Allspring | 0 | 2,586,392 | 0 | 0 | Against |
| American Century | 0 | 2,563,927 | 0 | 0 | Against |
| MFS | 2,297,701 | 0 | 0 | 0 | For |
| Victory Capital | 0 | 2,150,669 | 0 | 0 | Against |
| Columbia Threadneedle | 1,828,832 | 0 | 0 | 0 | For |
| Charles Schwab | 1,388,103 | 0 | 0 | 0 | For |
| State Street | 3,301 | 1,240,892 | 0 | 0 | Against |
| Amplify ETF Trust | 1,079,259 | 0 | 0 | 0 | For |
| JPMorgan | 0 | 975,880 | 0 | 0 | Against |
| Global X | 839,677 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 462,780 | 212,844 | 0 | 0 | Mixed |
| Capital Group | 500,000 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 482,280 | 0 | 0 | 0 | For |
| Federated Hermes | 455,956 | 0 | 0 | 0 | For |
| Jackson National | 305,541 | 148,488 | 0 | 0 | Mixed |
| CARILLON SERIES TRUST | 0 | 428,344 | 0 | 0 | Against |
| Dimensional | 0 | 425,985 | 0 | 0 | Against |
| AIG/SunAmerica | 0 | 354,123 | 0 | 0 | Against |
| Equitable | 125,222 | 189,126 | 0 | 0 | Mixed |
| PRIMECAP Odyssey Funds | 289,679 | 0 | 0 | 0 | For |
| GLENMEDE FUND INC | 0 | 245,018 | 0 | 0 | Against |
Fund voting reports, all 124 managers: 54,350,067 for, 17,548,209 against, 31,728 abstained, 203 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Fidelity | 9,941,067 | 1,309 | 0 | 0 | For |
| BlackRock | 6,763,933 | 221,703 | 0 | 0 | For |
| State Street | 23,555 | 5,400,221 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 3,373,782 | 0 | 0 | 0 | For |
| MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 3,369,240 | 0 | 0 | 0 | For |
| Allspring | 0 | 3,265,759 | 0 | 0 | Against |
| American Century | 0 | 3,017,543 | 0 | 0 | Against |
| PICTET ASSET MANAGEMENT SA | 0 | 2,500,991 | 0 | 0 | Against |
| Swedbank Robur Fonder AB | 0 | 2,098,035 | 0 | 0 | Against |
| PRIMECAP MANAGEMENT CO/CA/ | 1,747,528 | 0 | 0 | 0 | For |
| Vanguard | 1,528,710 | 17,087 | 0 | 0 | For |
| Charles Schwab | 1,486,838 | 0 | 0 | 0 | For |
| Wellington | 1,371,875 | 0 | 0 | 0 | For |
| Northern Trust | 1,151,966 | 200,541 | 0 | 0 | Mixed |
| Victory Capital | 0 | 1,227,648 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 854,963 | 6,568 | 0 | 0 | For |
| DAVENPORT & Co LLC | 799,469 | 0 | 0 | 0 | For |
| Voya | 0 | 788,184 | 0 | 0 | Against |
| Federated Hermes | 759,030 | 0 | 0 | 0 | For |
| AllianceBernstein | 0 | 710,333 | 0 | 0 | Against |
| UBS | 0 | 705,499 | 0 | 0 | Against |
| STOREBRAND ASSET MANAGEMENT AS | 0 | 693,398 | 0 | 0 | Against |
| Legal & General Investment Management Ltd | 0 | 663,059 | 0 | 0 | Against |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0 | 613,183 | 0 | 0 | Against |
| US BANK NATIONAL ASSOCIATION | 0 | 600,801 | 0 | 0 | Against |
Institutional-manager reports, all 585 managers: 40,856,956 for, 36,244,370 against, 5,792 abstained, 97,014 not voted. Showing the 25 largest; see all in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.1% 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, 2027.
Okta, Inc.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 222,282,460 for, 1,836,402 against — passed, per its Form 8-K filed June 23, 2026 (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, 2027.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 127 asset managers below reported 71,688,917 for, 82 against, 27,384 abstained, 203 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 19,580,572 | 8 | 0 | 0 | For |
| Fidelity | 12,601,733 | 0 | 0 | 0 | For |
| BlackRock | 10,439,292 | 0 | 0 | 0 | For |
| First Trust | 3,781,611 | 0 | 0 | 0 | For |
| Allspring | 2,586,392 | 0 | 0 | 0 | For |
| American Century | 2,563,927 | 0 | 0 | 0 | For |
| MFS | 2,297,701 | 0 | 0 | 0 | For |
| Victory Capital | 2,150,669 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 1,828,832 | 0 | 0 | 0 | For |
| Charles Schwab | 1,388,103 | 0 | 0 | 0 | For |
| State Street | 1,244,119 | 74 | 0 | 0 | For |
| Amplify ETF Trust | 1,079,259 | 0 | 0 | 0 | For |
| JPMorgan | 975,880 | 0 | 0 | 0 | For |
| Global X | 839,677 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 675,624 | 0 | 0 | 0 | For |
| Capital Group | 500,000 | 0 | 0 | 0 | For |
| Advisors' Inner Circle Fund II | 482,280 | 0 | 0 | 0 | For |
| Federated Hermes | 455,956 | 0 | 0 | 0 | For |
| Jackson National | 454,029 | 0 | 0 | 0 | For |
| CARILLON SERIES TRUST | 428,344 | 0 | 0 | 0 | For |
| Dimensional | 425,985 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 354,123 | 0 | 0 | 0 | For |
| Equitable | 314,348 | 0 | 0 | 0 | For |
| PRIMECAP Odyssey Funds | 289,679 | 0 | 0 | 0 | For |
| GLENMEDE FUND INC | 245,018 | 0 | 0 | 0 | For |
Showing the 25 largest of 127 asset managers. See all 127 in the interactive database.
Not shown here: this season’s fund filings also report 2 items 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 176,129,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 11.12% |
| 2 | Fidelity | 7.15% |
| 3 | BlackRock | 5.93% |
| 4 | First Trust | 2.15% |
| 5 | Allspring | 1.47% |
| 6 | American Century | 1.46% |
| 7 | MFS | 1.30% |
| 8 | Victory Capital | 1.22% |
| 9 | Columbia Threadneedle | 1.04% |
| 10 | Charles Schwab | 0.79% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Fidelity | 5.64% |
| 2 | BlackRock | 3.97% |
| 3 | State Street | 3.08% |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 1.92% |
| 5 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.91% |
| 6 | Allspring | 1.85% |
| 7 | American Century | 1.71% |
| 8 | PICTET ASSET MANAGEMENT SA | 1.42% |
| 9 | Swedbank Robur Fonder AB | 1.19% |
| 10 | PRIMECAP MANAGEMENT CO/CA/ | 0.99% |
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 |
|---|---|---|
| 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 April 30, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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, 2026. 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 18, 2026, in the 2025-2026 proxy season, 682 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 3,795 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 76% 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 23, 2026.
Okta, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.