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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 June 23, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 5Ballot items
  • 682Asset managers
  • 3,795Fund votes
  • June 18, 2026Meeting date

Results at a glance

Meeting of June 18, 2026: 5 items on Okta, Inc.’s Form 8-K, filed June 23, 2026: 2 elected · 3 approved.

Material dissent

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 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 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.

Okta, Inc. — official shareholder meeting results, meeting held June 18, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Anthony Bates 189,401,386---- 14,712,06320,320,883 93%Elected—
Elect Director: David Schellhase 197,790,448---- 6,323,00120,320,883 97%Elected—
2. Ratification of Appointment of Independent Registered Public Accounting Firm 222,282,4601,836,402315,470 ---- 99.1%Approved—
3. Advisory Non-Binding Vote on Compensation of Named Executive Officers 154,747,38049,257,140108,929 --20,320,883 76%Approved—
4. Vote to Approve an Amendment to the Company's 2017 Equity Incentive Plan 144,073,13559,915,901124,413 --20,320,883 71%Approved—

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

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

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.

1. Elect Director: Anthony Bates

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 9 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 189,401,386WITHHELD: 14,712,063
Details: description as filed, official tally, votes by 125 asset managers

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.

FOR
FOR: 67,369,533ABSTAIN: 69WITHHOLD: 4,521,671NOT VOTED: 203
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 02,681,034Mixed
BlackRock10,439,2920 00For
First Trust3,781,6110 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 01,239,598Withhold
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 0189,126Mixed
PRIMECAP Odyssey Funds289,6790 00For
GLENMEDE FUND INC245,0180 00For

Showing the 25 largest of 125 asset managers. See all 125 in the interactive database.

2. Elect Director: David Schellhase

Official resultDIRECTOR ELECTIONSReported outcome: Elected

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
Details: description as filed, official tally, votes by 125 asset managers

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.

FOR
FOR: 69,374,559ABSTAIN: 8,622WITHHOLD: 2,508,091NOT VOTED: 203
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 3014,966For
Fidelity12,601,7330 00For
BlackRock10,439,2920 00For
First Trust3,781,6110 00For
Allspring2,586,3920 00For
American Century2,563,9270 00For
MFS00 02,297,701Withhold
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 064,655Mixed
PRIMECAP Odyssey Funds289,6790 00For
GLENMEDE FUND INC245,0180 00For

Showing the 25 largest of 125 asset managers. See all 125 in the interactive database.

3. 4. Vote to Approve an Amendment to the Company's 2017 Equity Incentive Plan

Official resultCOMPENSATIONReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

71% Approved · of votes cast

FOR 71%AGAINST
FOR: 144,073,135AGAINST: 59,915,901
Details: description as filed, official tally, votes by 137 asset managers

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.

FORAGAINST
FOR: 44,667,435AGAINST: 27,217,768ABSTAIN: 30,940NOT VOTED: 203
Largest asset managers voting on “To approve an amendment to our 2017 Equity Incentive Plan.” at Okta, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,281,541299,037 00For
Fidelity2,947,5919,654,142 00Mixed
BlackRock10,439,2920 00For
First Trust03,781,611 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 00Mixed
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 00Mixed
PRIMECAP Odyssey Funds289,6790 00For
GLENMEDE FUND INC0245,018 00Against

Showing the 25 largest of 137 asset managers. See all 137 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 15 wordings of this item as funds reported it.

76% Approved · of votes cast

FOR 76%AGAINST
FOR: 154,747,380AGAINST: 49,257,140
Details: description as filed, official tally, votes by 681 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”): 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).

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., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,289,921290,659 00For
Fidelity12,601,7330 00For
BlackRock10,391,68247,610 00For
First Trust03,781,611 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 Street3,3011,240,892 00Against
Amplify ETF Trust1,079,2590 00For
JPMorgan0975,880 00Against
Global X839,6770 00For
Bridge Builder Trust462,780212,844 00Mixed
Capital Group500,0000 00For
Advisors' Inner Circle Fund II482,2800 00For
Federated Hermes455,9560 00For
Jackson National305,541148,488 00Mixed
CARILLON SERIES TRUST0428,344 00Against
Dimensional0425,985 00Against
AIG/SunAmerica0354,123 00Against
Equitable125,222189,126 00Mixed
PRIMECAP Odyssey Funds289,6790 00For
GLENMEDE FUND INC0245,018 00Against

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.

Institutional-manager reports: 585 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
Fidelity9,941,0671,309 00For
BlackRock6,763,933221,703 00For
State Street23,5555,400,221 00Against
GEODE CAPITAL MANAGEMENT, LLC3,373,7820 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/3,369,2400 00For
Allspring03,265,759 00Against
American Century03,017,543 00Against
PICTET ASSET MANAGEMENT SA02,500,991 00Against
Swedbank Robur Fonder AB02,098,035 00Against
PRIMECAP MANAGEMENT CO/CA/1,747,5280 00For
Vanguard1,528,71017,087 00For
Charles Schwab1,486,8380 00For
Wellington1,371,8750 00For
Northern Trust1,151,966200,541 00Mixed
Victory Capital01,227,648 00Against
MELLON INVESTMENTS Corp854,9636,568 00For
DAVENPORT & Co LLC799,4690 00For
Voya0788,184 00Against
Federated Hermes759,0300 00For
AllianceBernstein0710,333 00Against
UBS0705,499 00Against
STOREBRAND ASSET MANAGEMENT AS0693,398 00Against
Legal & General Investment Management Ltd0663,059 00Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC0613,183 00Against
US BANK NATIONAL ASSOCIATION0600,801 00Against

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.

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.

99.1% Approved · of votes cast

FOR 99.1%
FOR: 222,282,460AGAINST: 1,836,402
Details: description as filed, official tally, votes by 127 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, 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.

FOR
FOR: 71,688,917AGAINST: 82ABSTAIN: 27,384NOT VOTED: 203
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 Trust3,781,6110 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
GLENMEDE FUND INC245,0180 00For

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.

Largest Okta, Inc. shareholders voting in 2025-2026

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.

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.”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 11.12%
2Fidelity 7.15%
3BlackRock 5.93%
4First Trust 2.15%
5Allspring 1.47%
6American Century 1.46%
7MFS 1.30%
8Victory Capital 1.22%
9Columbia Threadneedle 1.04%
10Charles Schwab 0.79%
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.”, 2025-2026
#Asset manager % of shares outstanding
1Fidelity 5.64%
2BlackRock 3.97%
3State Street 3.08%
4GEODE CAPITAL MANAGEMENT, LLC 1.92%
5MASSACHUSETTS FINANCIAL SERVICES CO /MA/ 1.91%
6Allspring 1.85%
7American Century 1.71%
8PICTET ASSET MANAGEMENT SA 1.42%
9Swedbank Robur Fonder AB 1.19%
10PRIMECAP MANAGEMENT CO/CA/ 0.99%

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 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 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.

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, 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.