Okta (OKTA) 8-K Okta Names Shellye Archambeau to Board of Directors

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

December 13, 2018

Okta, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38044	26-4175727
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

301 Brannan Street

San Francisco, California 94107

(Address of principal executive offices and zip code)

(888)722-7871

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) orRule 12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On December 13, 2018, the Board of Directors of Okta, Inc. (“Okta”), upon the recommendation of the Nominating and Corporate Governance Committee, expanded the size of the Board of Directors (the “Board”) to eight members and appointed Shellye Archambeau to the Board as a Class III director, effective December 13, 2018. Ms. Archambeau will serve until the 2020 annual meeting of stockholders or until her successor has been duly elected and qualified. The Board expects to appoint Ms. Archambeau to serve as a member of one or more committees of the Board.

There is no arrangement or understanding between Ms. Archambeau and any other persons pursuant to which Ms. Archambeau was appointed as a director. Furthermore, there are no transactions between Ms. Archambeau and Okta that would be required to be reported under Item 404(a) of RegulationS-K.

Ms. Archambeau will participate in Okta’s standardnon-employee director compensation arrangements. Under the terms of those arrangements, Ms. Archambeau will receive, among other things, annual compensation of $30,000 for her service on the Board and an initial grant of 5,203 restricted stock units that vest annually over three years.

Okta has entered into its standard form of indemnification agreement with Ms. Archambeau (the “Indemnification Agreement”).

A copy of the press release announcing the appointment of Ms. Archambeau to the Board is attached hereto as Exhibit 99.1.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press release dated December 13, 2018, issued by Okta, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 13th day of December 2018.

Okta, Inc.
By:	/s/ Jonathan Runyan
Name:	Jonathan Runyan
Title:	General Counsel