Okta Inc
For the period ended Jan 31, 2024. Filed Mar 1, 2024.
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FY2024 · Filed Mar 1, 2024
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Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| OKTA, INC. | |
| March 1, 2024 | /s/ Brett Tighe |
|---|---|
| Brett TigheChief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd McKinnon and Brett Tighe, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with Exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| Signature | Title | Date |
|---|---|---|
| /s/ Todd McKinnonTodd McKinnon | Chief Executive Officer and Director(Principal Executive Officer) | March 1, 2024 |
| /s/ Brett TigheBrett Tighe | Chief Financial Officer (Principal Financial Officer) | March 1, 2024 |
| /s/ Shibu NinanShibu Ninan | Chief Accounting Officer (Principal Accounting Officer) | March 1, 2024 |
| /s/ Shellye ArchambeauShellye Archambeau | Director | March 1, 2024 |
| /s/ Emilie ChoiEmilie Choi | Director | March 1, 2024 |
| /s/ Robert L. Dixon, Jr.Robert L. Dixon, Jr. | Director | March 1, 2024 |
| /s/ Jeff EpsteinJeff Epstein | Director | March 1, 2024 |
| /s/ Benjamin HorowitzBenjamin Horowitz | Director | March 1, 2024 |
| /s/ J. Frederic KerrestJ. Frederic Kerrest | Director | March 1, 2024 |
| /s/ Rebecca SaegerRebecca Saeger | Director | March 1, 2024 |
| /s/ Michael StankeyMichael Stankey | Director | March 1, 2024 |
EXHIBIT INDEX
| Exhibit Number | Exhibit Description | Incorporated by Reference from Form |
| 3.1 | Amended and Restated Certificate of Incorporation. | Exhibit 3.2 to Form S-1 filed on March 13, 2017 |
| 3.2 | Amended and Restated Bylaws. | Exhibit 3.4 to Form S-1 filed on March 13, 2017 |
| 4.1 | Form of Class A Common Stock Certificate. | Exhibit 4.1 to Form S-1 filed on March 13, 2017 |
| 4.2 | Indenture, dated as of September 9, 2019, between Okta, Inc. and Wilmington Trust, National Association, as trustee. | Exhibit 4.1 to Form 8-K filed on September 10, 2019 |
| 4.3 | Form of 0.125% Convertible Senior Notes due 2025. | Exhibit 4.1 to Form 8-K filed on September 10, 2019 |
| 4.4 | Indenture, dated as of June 12, 2020, between Okta, Inc. and Wilmington Trust, National Association, as trustee. | Exhibit 4.1 to Form 8-K filed on June 15, 2020 |
| 4.5 | Form of 0.375% Convertible Senior Notes due 2026. | Exhibit 4.1 to Form 8-K filed on June 15, 2020 |
| 4.6 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. | Exhibit 4.6 to Form 10-K filed on March 6, 2020 |
| 10.1# | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. | Exhibit 10.1 to Form S-1 filed on March 13, 2017 |
| 10.2# | Amended and Restated 2009 Stock Plan, as amended, and forms of agreements thereunder. | Exhibit 10.2 to Form S-1 filed on March 13, 2017 |
| 10.3# | 2017 Equity Incentive Plan, and forms of agreements thereunder. | Exhibit 10.3 to Form S-1A filed on March 27, 2017 |
| 10.4# | 2017 Employee Stock Purchase Plan. | Exhibit 10.4 to Form S-1A filed on March 27, 2017 |
| 10.5# | Amended and Restated Senior Executive Incentive Bonus Plan. | Exhibit 99.2 to Form 8-K filed on March 7, 2019 |
| 10.6# | Executive Severance Plan. | Exhibit 10.8 to Form S-1 filed on March 13, 2017 |
| 10.7# | Non-Employee Director Compensation Policy. | Exhibit 10.9 to Form S-1 filed on March 13, 2017 |
| 10.8# | Form of Offer Letter between the Registrant and each of its executive officers. | Exhibit 10.10 to Form S-1 filed on March 13, 2017 |
| 10.9# | Auth0, Inc. 2014 Equity Incentive Plan. | Exhibit 99.1 to Form S-8 filed on May 10, 2021 |
| 10.10# | Auth0, Inc. Phantom Unit Plan. | Exhibit 99.2 to Form S-8 filed on May 10, 2021 |
| Exhibit Number | Exhibit Description | Incorporated by Reference from Form |
| 10.11 | Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC. | Exhibit 10.1 to Form 8-K filed on December 6, 2017 |
| 10.11.1 | Amendment dated August 29, 2019 to Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC. | Exhibit 10.2 to Form 10-Q filed on December 6, 2019 |
| 10.11.2 | Second Amendment dated October 14, 2020 to Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC. | Exhibit 10.9.2 to Form 10-K filed on March 4, 2021 |
| 10.11.3 | Third Amendment dated August 17, 2021 to Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC. | Exhibit 10.1 to Form 10-Q filed on December 2, 2021 |
| 10.12 | Form of Capped Call Transaction Confirmation. | Exhibit 10.1 to Form 8-K filed on September 10, 2019 |
| 10.13 | Form of Capped Call Transaction Confirmation. | Exhibit 10.1 to Form 8-K filed on June 15, 2020 |
| 10.14# | Transition Agreement, dated February 27, 2023, between Jonathan Runyan and Okta, Inc. | Exhibit 10.1 to Form 10-Q filed on June 1, 2023 |
| 21.1 | Subsidiaries of the Registrant. | Filed herewith |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | Filed herewith |
| 31.1 | Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith |
| 31.2 | Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith |
| 32.1* | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith |
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation. | Filed herewith |
| 101.INS | XBRL Instance Document | Filed herewith |
| 101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicabletaxonomy extension information contained in Exhibits 101.*) | Filed herewith |
- The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
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