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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2022

 

 

KORN FERRY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-14505   95-2623879

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1900 Avenue of the Stars, Suite 1500

Los Angeles, California

  90067
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (310) 552-1834

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act;

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   KFY   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


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