Current Report Filing (8-k)
December 13 2018 - 4:39PM
Edgar (US Regulatory)
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)
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Delaware
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001-38044
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26-4175727
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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301 Brannan Street
San Francisco, California 94107
(Address of principal executive offices and zip code)
(888)
722-7871
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K
filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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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) or
Rule 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 Regulation
S-K.
Ms. Archambeau will participate in Oktas standard
non-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
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.
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Okta, Inc.
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By:
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/s/ Jonathan Runyan
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Name:
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Jonathan Runyan
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Title:
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General Counsel
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