Good morning, welcome to Okta's 2026 Annual Meeting of Stockholders. I would now like to introduce you to Todd McKinnon.
Good morning, everyone. I'm Todd McKinnon, CEO and Chair of the Board of Directors of Okta. Welcome to Okta's 2026 annual meeting of stockholders. We are conducting this meeting entirely as an audio webcast. The annual meeting will now come to order. I'd like to introduce Larissa Schwartz, Okta's Chief Legal Officer and Corporate Secretary. At this meeting, I will act as Chair, and Larissa will act as Secretary. I'll now turn the meeting over to Larissa.
Thanks, Todd. To continue the introductions, I am joined by our Board of Directors, Brett Tighe, our CFO, Eric Kelleher, our President and COO, and Dave Gennarelli, our SVP of Investor Relations. Steve Meyer of Ernst & Young, Okta's Independent Auditor, is also in attendance. He will be available to answer questions from stockholders during the question and answer portion of the meeting. Tony Carideo, a Broadridge Representative, is the Inspector of Elections for this meeting. Mr. Carideo has signed an oath of office, which will be filed with the minutes of this meeting. During this meeting, we will review and stockholders will vote on the proposals described in our proxy statement dated May 7th, 2026.
Mr. Carideo 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 22nd, 2026, the record date for this meeting. As of the record date, there were 167,658,970 shares of Class A common stock outstanding and 7,687,471 shares of Class C common stock outstanding. Mr. Carideo has issued a preliminary Inspector of Elections report that shows the number of shares present by proxy at this meeting. The report also shows the holders of a majority of the voting power of Okta'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 the quorum present, the meeting is now open to proceed with business.
I will announce the opening of the polls and present the proposals to be voted on in the order they appear in our proxy statement. We will hold a question and answer period to respond to stockholder questions, then briefly pause to allow for any final voting. The polls will close, the votes will be tabulated, and the preliminary results will be announced. You may vote online during this meeting while the polls are open. You only need to vote during this meeting if you previously voted and wish to change your vote, or if you have not yet voted. If you previously voted and submit a new vote during this meeting, only your most recent vote will be counted. It is 9:03 Pacific Time. The polls are now open. The first proposal is the election of two Class III directors.
Our board has nominated Anthony Bates and David Schellhase, each for a three-year term. Our board unanimously recommends that stockholders vote for the election of each director nominee. The second proposal is the ratification and appointment of Ernst & Young as Okta's independent registered public accounting firm for the fiscal year ending January 31, 2027. Our board unanimously recommends that stockholders vote for the ratification of Ernst & Young as our independent auditor. The third proposal is an advisory, non-binding vote to approve the compensation of Okta's named executive officers, also known as Say on Pay. Our board unanimously recommends that stockholders vote for the compensation of our named executive officers. The fourth and final proposal is a vote to approve an amendment to our 2017 Equity Incentive Plan. Our board unanimously recommends that stockholders vote for the amendment to our 2017 Equity Incentive Plan.
The vote required to elect the Class III directors is a plurality of the voting power of the shares of our common stock present in person or by proxy at this meeting and entitled to vote on the proposal. The vote required to approve proposals two, three, and four is a majority of the voting power of the shares present in person or by proxy at this meeting and entitled to vote on the proposal. Dave, do we have any questions?
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. It is now 9:04 A.M. Pacific Time. I declare the polls closed. No further proxies or votes. No further changes or revocations will be accepted. Mr. Carideo has provided me with the preliminary report of the results. According to the preliminary report of the inspector of election, each of the two 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. The proposal to approve the compensation of Okta's named executive officers has been approved. The amendment to Okta's 2017 Equity Incentive Plan has been approved. The final voting results will be included in the report of the inspector of election and the minutes of this meeting.
The final results will also be reported in a current report on Form 8-K to be filed with the SEC. As there is no other business, this annual meeting is hereby adjourned.
This concludes today's meeting. Thank you for attending. You may now disconnect and have a wonderful rest of your day.