Okta Acquires Auth0 for $6.5B

TL;DR

Okta buys Auth0 for $6.5B to boost its identity game. Big move!

AI Summary

Okta, Inc. announced on June 20, 2024, that it has entered into a definitive agreement to acquire Auth0, Inc. for approximately $6.5 billion in a combination of cash and stock. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. This acquisition aims to enhance Okta's identity management platform.

Why It Matters

This significant acquisition by Okta is expected to consolidate its position in the identity and access management market, potentially leading to a more comprehensive offering for businesses.

Risk Assessment

Risk Level: medium — The acquisition involves a substantial financial commitment and integration risks, and its success depends on market reception and achieving projected synergies.

Key Numbers

• $6.5 billion — Acquisition Price (Okta's purchase of Auth0)

Key Players & Entities

• Okta, Inc. (company) — Registrant
• Auth0, Inc. (company) — Acquired Company
• $6.5 billion (dollar_amount) — Acquisition price
• June 20, 2024 (date) — Date of agreement
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share OKTA The Nasdaq Stock Market
• $35,000 — ng other things, annual compensation of $35,000 for his service on the Board and an ini

Filing Documents

• okta-20240620.htm (8-K) — 47KB
• okta-62420248xkex31amended.htm (EX-3.1) — 220KB
• okta-62420248xkex991.htm (EX-99.1) — 7KB
• 0001660134-24-000107.txt ( ) — 443KB
• okta-20240620.xsd (EX-101.SCH) — 2KB
• okta-20240620_lab.xml (EX-101.LAB) — 22KB
• okta-20240620_pre.xml (EX-101.PRE) — 13KB
• okta-20240620_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 20, 2024, the Board approved and adopted an amendment and restatement of the Company's Amended and Restated Bylaws, (as so amended, the "Bylaws"). Among certain other technical, conforming, modernizing and clarifying changes, the amendments contained in the Bylaws: Address the universal proxy rules adopted by the U.S. Securities and Exchange Commission (the "SEC") by clarifying that no person may solicit proxies in support of a nominee other than the Board's nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and provide that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for exclusive use by the Board. Revise the deadline for advance notice of business and director nominations for an annual meeting of stockholders. As a result of the amendments, for consideration at the 2025 annual meeting of stockholders, the presentation of other business and director nominations for an annual meeting of stockholders must be received by the secretary of the Company no earlier than February 20, 2025, and no later than March 20, 2025. Revise the deadlines for director nominations for a special meeting of stockholders where directors will be elected. As a result of the amendments, written notice of a nomination by a stockholder must be received by the secretary of the Company no earlier than 120 days prior to the special meeting and no later than the close of business on the later of 90 days prior to the special meeting, or ten days following the day on which the Company first makes a Public Announcement (as such term is defined in the Bylaws) of the special meeting and the nominees proposed by the Board to be elected at such meeting. With respect to advance notice disclosure requirements, require a stockholder proposin

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 20, 2024, the Company held its 2024 Annual Meeting of Stockholders (the "Meeting"). The Company's stockholders voted on three proposals at the Meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the SEC on May 9, 2024 (the "2024 Proxy Statement"). Holders of the Company's Class A Common Stock were entitled to one vote for each share held as of the close of business on April 24, 2024 (the "Record Date"), and holders of the Company's Class B Common Stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock (together, the "Common Stock") voted as a single class on all matters. Present at the Meeting in person or by proxy were holders of 145,896,495 shares of Class A and Class B Common Stock, together representing a total of 211,192,269 votes, or a majority of the voting power of all issued and outstanding shares of the Company's Common Stock as of the Record Date, and constituting a quorum under the Bylaws. The final results with respect to each such proposal are set forth below: Proposal 1 — Election of Directors. The stockholders elected each of the three persons named below as Class I directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. The results of such vote were: Director Nominee Votes For Votes Withheld Broker Non-Votes Emilie Choi 187,532,317 1,713,910 21,946,042 Todd McKinnon 185,114,033 4,132,194 21,946,042 Michael Stankey 156,173,872 33,072,355 21,946,042 Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2025. The results of such vote were: For Against Abst

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 3.1 Amended and Restated Bylaws of Okta, Inc., as adopted on June 20, 2024 99.1 Press release dated June 24, 2024, issued by Okta, Inc. 104 Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document 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 24th day of June 2024. Okta, Inc. By: /s/ Larissa Schwartz Name: Larissa Schwartz Title: Chief Legal Officer and Corporate Secretary

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View this 8-K filing on SEC EDGAR