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Item 9A. Controls and Procedures

2021-03-04 compared with 2020-03-06 · 54 added, 51 removed, 122 unchanged (46% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our management concluded that, as of January 31, 2021, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In addition, our ability to maintain an effective internal control environment has not been impacted by the COVID-19 pandemic.

Management's Report on Internal Control over Financial Reporting

1 unchanged sentence

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Our internal over control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.

Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of January 31, 2021.

In addition, our ability to maintain an effective internal control environment has not been impacted by the COVID-19 pandemic.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K, and is incorporated herein by reference.

11 unchanged sentences

Our board of directors has adopted a code of conduct that applies to all of our employees, officers and directors.

The full text of our code of conduct is available on our investor relations website at investor.okta.com under "Corporate Governance".

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above.

The full text of our code of conduct is available on our investor relations website at investor.okta.com under "Corporate Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above.

Executive Compensation

1 unchanged sentence

The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended January 31, 2021.

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2021 Annual Meeting of Stockholders.

The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended January 31, 2021.

Certain Relationships and Related Party Transactions

Certain Relationships and Related Party Transactions, and Director Independence

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2021 Annual Meeting of Stockholders.

6 unchanged sentences

Financial Statements

See Index to Financial Statements at Item 8 herein.

See Index to Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K.

Financial Statement Schedules

3 unchanged sentences

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.

March 5, 2020

/s/ William E.

March 4, 2021 /s/ William E.

Chief Financial Officer

March 4, 2021 /s/ Christopher K.

Christopher K.

Chief Accounting Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd McKinnon, William E.

Losch and Jonathan T.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd McKinnon and Jonathan T.

Runyan, 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 McKinnon

19 unchanged sentences

Shellye Archambeau

March 5, 2020

Director March 4, 2021

/s/ Robert L.

March 5, 2020

Director March 4, 2021

/s/ Patrick Grady

Patrick Grady

March 5, 2020

Director March 4, 2021

/s/ Ben Horowitz

March 5, 2020

Director March 4, 2021

/s/ Michael Kourey

Michael Kourey

March 5, 2020

Director March 4, 2021

/s/ Rebecca Saeger

Rebecca Saeger

March 5, 2020

Director March 4, 2021

/s/ Michael Stankey

Michael Stankey

March 5, 2020

Director March 4, 2021

/s/ Michelle Wilson

Michelle Wilson

March 5, 2020

Director March 4, 2021

EXHIBIT INDEX

Exhibit Number

Exhibit Description

Incorporated by Reference from Form

Exhibit Number Exhibit Description Incorporated by Reference from Form

3.1 Amended and Restated Certificate of Incorporation.

4 unchanged sentences

Exhibit 4.1 to Form S-1 filed on March 13, 2017

Indenture, dated as of February 27, 2018, by and between Okta, Inc., and Wilmington Trust, National Association, as trustee.

Exhibit 4.1 to Form 8-K filed February 27, 2018

4.2 Indenture, dated as of February 27, 2018, between Okta, Inc.

and Wilmington Trust, National Association, as trustee.

Exhibit 4.1 to Form 8-K filed on February 27, 2018

4.3 Form of 0.25% Convertible Senior Notes due 2023 .

Exhibit 4.1 to Form 8-K filed February 27, 2018

Indenture, dated as of September 9, 2019, between Okta, Inc., and WilmingtonTrust, National Association, as trustee.

Exhibit 4.1 to Form 8-K filed September 10, 2019

Exhibit 4.1 to Form 8-K filed on February 27, 2018

4.4 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

4.5 Form of 0.125% Convertible Senior Notes due 2025.

Exhibit 4.1 to Form 8-K filed September 10, 2019

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

Filed herewith

Exhibit 4.1 to Form 8-K filed on September 10, 2019

4.6 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

4.7 Form of 0.375% Convertible Senior Notes due 2026.

Exhibit 4.1 to Form 8-K filed on June 15, 2020

4.8 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.

4 unchanged sentences

Exhibit 10.3 to Form S-1A filed on March 27, 2017

2017 Employee Stock Purchase Plan, and form of agreements thereunder.

10.4# 2017 Employee Stock Purchase Plan .

Exhibit 10.4 to Form S-1A filed on March 27, 2017

7 unchanged sentences

Exhibit 10.10 to Form S-1 filed on March 13, 2017

Exhibit Number Exhibit Description Incorporated by Reference from Form

10.9 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

Exhibit Number

Exhibit Description

Incorporated by Reference from Form

Amendment to Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC.

10.9.1 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

10.9.2 Second Amendment dated October 14, 2020 to Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC.

Filed herewith

Form of Call Option Transaction Confirmation .

Exhibit 10.1 to Form 8-K filed February 27, 2018

Exhibit 10.1 to Form 8-K filed on February 27, 2018

Form of Warrant Confirmation .

Exhibit 10.2 to Form 8-K filed February 27, 2018

Exhibit 10.2 to Form 8-K filed on February 27, 2018

10.12 Form of Capped Call Transaction Confirmation.

Exhibit 10.1 to Form 8-K filed

September 10, 2019

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

21.1 Subsidiaries of the Registrant.

9 unchanged sentences

Furnished herewith

XBRL Instance Document

Filed herewith

XBRL Taxonomy Extension Schema Document

Filed herewith

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

XBRL Taxonomy Extension Presentation Linkbase Document

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 applicable

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures