UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 8, 2022, the Board of Directors (the “Board”) of Korn Ferry (the “Company”) unanimously adopted and approved the Korn Ferry 2022 Stock Incentive Plan (the “2022 Plan”), subject to stockholder approval, to, among other things, make an additional 1,700,000 shares of common stock available for new awards of stock-based incentives. On August 8, 2022, the Board also unanimously adopted and approved the Korn Ferry Amended and Restated Employee Stock Purchase Plan (the “A&R ESPP”), subject to stockholder approval, to, among other things, increase the number of shares of common stock that may be purchased thereunder by 1,500,000 shares for a total of 4,500,000 shares authorized under the A&R ESPP. The Company’s stockholders approved the 2022 Plan and the A&R ESPP at the 2022 Annual Meeting of Stockholders held on September 22, 2022 (the “2022 Annual Meeting”).
The foregoing descriptions of the terms of the 2022 Plan and A&R ESPP are qualified in their entirety by reference to the actual terms of the 2022 Plan and A&R ESPP, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2022 Annual Meeting, stockholders of the Company (i) elected the eight nominees named in the 2022 Annual Meeting proxy statement (the “Proxy Statement”) to serve as directors until the Company’s 2023 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal, (ii) approved a non-binding advisory resolution approving the Company’s executive compensation, (iii) approved the 2022 Plan, (iv) approved the A&R ESPP, and (v) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2023 fiscal year. To the extent applicable, set forth below are the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, with respect to each such matter.
| (1) | Election of the eight nominees named in the Proxy Statement to serve on the Board until the 2023 Annual Meeting of Stockholders. |
| Nominee |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Doyle N. Beneby |
47,443,405 | 330,161 | 63,387 | 2,356,192 | ||||||||||||
| Laura M. Bishop |
47,430,534 | 342,974 | 63,445 | 2,356,192 | ||||||||||||
| Gary D. Burnison |
47,654,789 | 120,999 | 61,165 | 2,356,192 | ||||||||||||
| Charles L. Harrington |
47,461,041 | 312,166 | 63,746 | 2,356,192 | ||||||||||||
| Jerry P. Leamon |
47,026,751 | 746,348 | 63,854 | 2,356,192 | ||||||||||||
| Angel R. Martinez |
47,540,391 | 233,117 | 63,445 | 2,356,192 | ||||||||||||
| Debra J. Perry |
45,544,917 | 2,228,723 | 63,313 | 2,356,192 | ||||||||||||
| Lori J. Robinson |
47,378,416 | 395,296 | 63,241 | 2,356,192 | ||||||||||||
| (2) | Non-binding advisory resolution to approve the Company’s executive compensation. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 46,285,766 | 1,093,835 | 457,352 | 2,356,192 |
| (3) | Approval of the Company’s 2022 Plan. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 44,159,120 | 3,636,149 | 41,684 | 2,356,192 |
| (4) | Approval of the Company’s A&R ESPP. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 47,733,376 | 74,680 | 28,897 | 2,356,192 |
| (5) | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2023 fiscal year. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 48,127,433 | 2,000,209 | 65,503 | 0 |
| Item 8.01 | Other Events. |
On September 23, 2022, the Company issued a press release announcing the election of a new director at the 2022 Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit 10.1 | Korn Ferry 2022 Stock Incentive Plan. | |
| Exhibit 10.2 | Korn Ferry Amended and Restated Employee Stock Purchase Plan. | |
| Exhibit 99.1 | Press Release, dated September 23, 2022. | |
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). | |
SIGNATURES
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.
| KORN FERRY | ||||||
| (Registrant) | ||||||
| Date: September 26, 2022 | ||||||
| /s/ Jonathan Kuai | ||||||
| (Signature) | ||||||
| Name: | Jonathan Kuai | |||||
| Title: | General Counsel, Managing Director - ESG and Business Affairs, and Corporate Secretary | |||||