Okta, Inc. (OKTA) Earnings Call Transcript & Summary

Good morning, and welcome to Okta's 2020 Annual Meeting of Stockholders. I would now like to introduce you to Todd McKinnon.

Good morning, everyone. I'm Todd McKinnon, CEO and Chairperson of the Board of Directors of Okta. It is my pleasure to welcome you to Okta's 2020 Annual Meeting of Stockholders. We are conducting our annual meeting entirely as an audio webcast. We hope that hosting the meeting virtually will allow a broader group of stockholders to participate. A virtual meeting also is consistent with COVID-19 social distancing measures to protect our investors and employees. It's 9:00 a.m. and the annual meeting will now come to order. I'd like to introduce Jon Runyan, Okta's General Counsel and Corporate Secretary. I will act [Technical Difficulty] I now turn the meeting over to Jon.

Thanks, Todd, and welcome, everyone, to our 2020 annual meeting. We are joined this morning by our entire Board of Directors. Also joining us today are Bill Losch, our CFO; and Dave Gennarelli, our VP of Investor Relations. Rebecca Norris of Ernst & Young, Okta's independent auditor, is also in attendance. Ms. Norris will be available later in the meeting to respond to questions from stockholders. [ Jan Castillo ], a Broadridge Financial Solutions representative is also participating and is the inspector of election for the meeting. Mr. Castillo has signed as an oath of office, which will be filed with the minutes of the meeting. This annual meeting is being held in accordance with Okta's bylaws and Delaware law. During the meeting, we will review the matters described in our proxy statement dated May 5, 2020. After that, voting will be completed, the preliminary results will be announced and the formal meeting will be adjourned. Meeting participants can enter questions online at any point during the webcast. In advance of voting, we will only address questions related to the proposals. Thank you in advance for your cooperation. Ms. Castillo has presented proof by affidavit from Broadridge that notice of this meeting has been duly given and that a notice of proxy statement has been furnished to every stockholder of record as of the close of business on April 20, 2020, the record date for this meeting. As of the record date, there were 116,100,977 shares of Class A common stock outstanding and 8,484,062 shares of Class B common stock outstanding. Ms. Castillo has issued a preliminary report of the inspector of election that shows the number of shares present by proxy at this meeting. The report also shows that holders of a majority of the voting power of the company's stock issued and outstanding as of the record date and entitled to vote are present in person or by proxy at this meeting, constituting a quorum. With a quorum present, the meeting is now open to proceed with business. To expedite the flow of business, we will proceed in the following order. The polls will open, then each of the matters to be voted on by the stockholders at this meeting will be presented in the order set forth in the proxy statement. The polls will then close, the votes will be tabulated and the preliminary results will be announced. It is now 9:04 a.m. Pacific Time, and we will now vote on the agenda items. The polls are now open and will remain open during the discussion of the proposals in the question-and-answer period. You may vote online during this meeting while the polls are open. If you've already voted and you do not wish to change your vote, you do not need to vote again at today's meeting. Your vote will be cast as you've previously instructed. However, if you previously voted and wish to change your vote or if you've not yet voted and you wish to vote now, please vote during this meeting. I want to emphasize that you don't need to vote again, if you've already voted. Submission of a new vote during the meeting will revoke your previously submitted both. At today's meeting, we are considering 3 proposals for stockholder approval. The first proposal on the agenda is the election of 4 Class III directors. As indicated in the proxy statement, Shellye Archambeau, Robert Dickson, Patrick Grady and Ben Horowitz have been nominated for election as Class III directors, each for a 3-year term. The vote required to elect Class III directors is a plurality of the voting power of the total shares present in person or by proxy at this meeting and entitled to vote on the proposal. This means that the 4 individuals receiving the highest number of votes for their election will be elected. The Board of Directors unanimously recommends the stockholders vote for the election of each of these nominees. The second proposal on the agenda is the ratification of the appointment of Ernst & Young as Okta's independent registered public accounting firm for the fiscal year ending January 31, 2021. The vote required to approve this proposal is a majority of the voting power of the total shares present in person or by proxy at this meeting and entitled to vote on the proposal. The Board of Directors unanimously recommends that stockholders vote for this proposal. The third and final proposal on the agenda is a nonbinding advisory vote to approve the compensation of our named executive officers, more commonly known as say-on-pay. The vote required to approve this proposal is the majority of the voting power of the shares present in person or by proxy at this meeting and entitled to vote on the proposal. The Board of Directors unanimously recommends the stockholders vote for this proposal. As a reminder, please enter any questions about the proposals or voting procedures online. And if appropriate, we'll read them aloud. Dave, do we have any questions about the proposals?

No, there are no questions at this time.

Thanks, Dave. As there are no questions, we will pause for a few moments to allow any final voting. [Voting]

It is now approximately 9:06 a.m. Pacific time, and I declare the polls closed. No further proxies or votes and no further changes or revocations will be accepted at this point. Ms. Castillo, would you please provide me with your preliminary report of the results? According to the preliminary report of the inspector of election, each of the 4 nominees has been elected as a Class III director. The proposal to ratify the appointment of Ernst & Young as Okta's independent auditor has been approved and the proposal to approve the compensation of Okta's named executive Officers has been approved. The final voting results will be set forth in the report of the inspector of election and will be included in the minutes of the meeting. The final results will also be reported in the current report on Form 8-K to be filed with the SEC. As there is no other business to come before the annual meeting, this meeting is hereby adjourned.

Ladies and gentlemen, this concludes today's meeting. You may now disconnect.