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Proxy Statement and
Annual Report 2024
Okta, Inc., 100 First Street, Suite 600
San Francisco, California 94105
May 9, 2024
Dear Okta Stockholder:
I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Okta, Inc. to be held on June 20, 2024, at 9:00 a.m.
Pacific Time. The Annual Meeting will be held virtually via a live interactive audio webcast on the internet. You will be able to listen,
vote and submit your questions at virtualshareholdermeeting.com/OKTA2024 during the meeting.
Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2024 Annual
Meeting of Stockholders and Proxy Statement. We encourage you to vote at the Annual Meeting and any adjournment, rescheduling
or postponement of the Annual Meeting if you were a stockholder as of the close of business on April 24, 2024.
Thank you for your ongoing support of Okta.
Sincerely,
Todd McKinnon
Chairperson of the Board of Directors and
Chief Executive Officer
YOUR VOTE IS IMPORTANT
On or about May 9, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing
instructions on how to access our proxy statement for our 2024 Annual Meeting of Stockholders and our 2024 Annual Report
on Form 10-K. The Notice provides instructions on how to vote online or by telephone and explains how to receive a paper
copy of proxy materials by mail. This Proxy Statement and the 2024 Annual Report can be accessed online at
www.proxyvote.com using the control number located on the Notice, on your proxy card, or in the instructions that
accompanied your proxy materials. Our Proxy Statement and 2024 Annual Report are also available on our investor relations
website at investor.okta.com.
Even if you plan to attend the Annual Meeting, please ensure that your shares are voted by signing and returning a proxy card,
or by using our internet or telephonic voting system.
Okta, Inc., 100 First Street, Suite 600
San Francisco, California 94105
Notice of 2024
Annual Meeting
of Stockholders
Notice is hereby given that Okta, Inc. will hold its 2024 Annual Meeting of
Stockholders (the    Annual Meeting   ) on June 20, 2024, at 9:00 a.m. Pacific Time via a
live interactive audio webcast on the internet. You will be able to listen, vote and
submit your questions at virtualshareholdermeeting.com/OKTA2024 during the
meeting. We are holding the meeting for the following purposes, which are more fully
described in the accompanying Proxy Statement:
June 20, 2024
    To elect three Class I directors to hold office until the 2027 Annual Meeting of
Stockholders or until their successors are duly elected and qualified;
9:00 a.m. Pacific Time
virtualshareholdermeeting.com/OKTA2024
    To ratify the appointment of Ernst & Young LLP as our independent registered
public accounting firm for the fiscal year ending January 31, 2025;
    To approve, on an advisory non-binding basis, the compensation of our named
executive officers; and
    To transact any other business that properly comes before the Annual Meeting
(including adjournment, rescheduling or postponement thereof).
Our board of directors recommends that you vote    FOR    the director nominees
named in Proposal One,    FOR    the ratification of the appointment of Ernst & Young
LLP as our independent registered public accounting firm as described in Proposal
Two, and    FOR    the approval, on an advisory non-binding basis, of the compensation
of our named executive officers as described in Proposal Three.
We have elected to provide access to our meeting materials, which include the Proxy
Statement accompanying this notice, in lieu of mailing printed copies. On or about May
9, 2024, we expect to mail to our stockholders a Notice of Internet Availability of
Proxy Materials containing instructions on how to access our Proxy Statement and
our 2024 Annual Report on Form 10-K. The Notice provides instructions on how to
vote online or by telephone and explains how you can request a paper copy of the
proxy materials. Our Proxy Statement and our 2024 Annual Report can be accessed
online at www.proxyvote.com using the control number located on your Notice, on
your proxy card, or in the instructions that accompanied your proxy materials.
Only stockholders of record as of the close of business on April 24, 2024 are entitled
to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors,
Larissa Schwartz
Chief Legal Officer and Corporate Secretary
San Francisco, California
May 9, 2024
 • shareholder letter icon 5/9/2024 Letter Continued (Full PDF)
 • stockholder letter icon 5/11/2023 OKTA Stockholder Letter
 • stockholder letter icon More "Application Software" Category Stockholder Letters
 • Benford's Law Stocks icon OKTA Benford's Law Stock Score = 91


OKTA Shareholder/Stockholder Letter Transcript:

Proxy Statement and
Annual Report 2024


Okta, Inc., 100 First Street, Suite 600
San Francisco, California 94105
May 9, 2024
Dear Okta Stockholder:
I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Okta, Inc. to be held on June 20, 2024, at 9:00 a.m.
Pacific Time. The Annual Meeting will be held virtually via a live interactive audio webcast on the internet. You will be able to listen,
vote and submit your questions at virtualshareholdermeeting.com/OKTA2024 during the meeting.
Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2024 Annual
Meeting of Stockholders and Proxy Statement. We encourage you to vote at the Annual Meeting and any adjournment, rescheduling
or postponement of the Annual Meeting if you were a stockholder as of the close of business on April 24, 2024.
Thank you for your ongoing support of Okta.
Sincerely,
Todd McKinnon
Chairperson of the Board of Directors and
Chief Executive Officer
YOUR VOTE IS IMPORTANT
On or about May 9, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing
instructions on how to access our proxy statement for our 2024 Annual Meeting of Stockholders and our 2024 Annual Report
on Form 10-K. The Notice provides instructions on how to vote online or by telephone and explains how to receive a paper
copy of proxy materials by mail. This Proxy Statement and the 2024 Annual Report can be accessed online at
www.proxyvote.com using the control number located on the Notice, on your proxy card, or in the instructions that
accompanied your proxy materials. Our Proxy Statement and 2024 Annual Report are also available on our investor relations
website at investor.okta.com.
Even if you plan to attend the Annual Meeting, please ensure that your shares are voted by signing and returning a proxy card,
or by using our internet or telephonic voting system.


Okta, Inc., 100 First Street, Suite 600
San Francisco, California 94105
Notice of 2024
Annual Meeting
of Stockholders
Notice is hereby given that Okta, Inc. will hold its 2024 Annual Meeting of
Stockholders (the    Annual Meeting   ) on June 20, 2024, at 9:00 a.m. Pacific Time via a
live interactive audio webcast on the internet. You will be able to listen, vote and
submit your questions at virtualshareholdermeeting.com/OKTA2024 during the
meeting. We are holding the meeting for the following purposes, which are more fully
described in the accompanying Proxy Statement:
June 20, 2024
    To elect three Class I directors to hold office until the 2027 Annual Meeting of
Stockholders or until their successors are duly elected and qualified;
9:00 a.m. Pacific Time
virtualshareholdermeeting.com/OKTA2024
    To ratify the appointment of Ernst & Young LLP as our independent registered
public accounting firm for the fiscal year ending January 31, 2025;
    To approve, on an advisory non-binding basis, the compensation of our named
executive officers; and
    To transact any other business that properly comes before the Annual Meeting
(including adjournment, rescheduling or postponement thereof).
Our board of directors recommends that you vote    FOR    the director nominees
named in Proposal One,    FOR    the ratification of the appointment of Ernst & Young
LLP as our independent registered public accounting firm as described in Proposal
Two, and    FOR    the approval, on an advisory non-binding basis, of the compensation
of our named executive officers as described in Proposal Three.
We have elected to provide access to our meeting materials, which include the Proxy
Statement accompanying this notice, in lieu of mailing printed copies. On or about May
9, 2024, we expect to mail to our stockholders a Notice of Internet Availability of
Proxy Materials containing instructions on how to access our Proxy Statement and
our 2024 Annual Report on Form 10-K. The Notice provides instructions on how to
vote online or by telephone and explains how you can request a paper copy of the
proxy materials. Our Proxy Statement and our 2024 Annual Report can be accessed
online at www.proxyvote.com using the control number located on your Notice, on
your proxy card, or in the instructions that accompanied your proxy materials.
Only stockholders of record as of the close of business on April 24, 2024 are entitled
to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors,
Larissa Schwartz
Chief Legal Officer and Corporate Secretary
San Francisco, California
May 9, 2024



shareholder letter icon 5/9/2024 Letter Continued (Full PDF)
 

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