Executive Change · Shareholder Vote

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): October 3, 2019   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 2600 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 19, 2019, the Board of Directors (the “Board”) of Korn Ferry (the “Company”) unanimously adopted and approved the Fourth Amended and Restated Korn Ferry 2008 Stock Incentive Plan (the “Fourth A&R 2008 Plan”), subject to stockholder approval, to, among other things, decrease the total number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), for stock-based awards by 2,141,807 shares, eliminate the fungible share counting provision and implement a one-year minimum vesting requirement on all award types subject to certain limited exceptions. The Company’s stockholders approved the Fourth A&R 2008 Plan at the 2019 Annual Meeting of Stockholders held on October 3, 2019. The foregoing description of the terms of the Fourth A&R 2008 Plan is qualified in its entirety by reference to the actual terms of the Fourth A&R 2008 Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. At the 2019 Annual Meeting of Stockholders, stockholders of the Company (i) elected the eight nominees named in the Proxy Statement to serve as directors until the Company’s 2020 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 Fourth A&R 2008 Plan, (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2020 fiscal year, and (v) did not approve a stockholder’s proposal requesting amendments to allow holders of 10% of outstanding shares to call special stockholder meetings. 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 of Directors until the 2020 Annual Meeting of Stockholders. Nominee   For     Against     Abstain     Broker  Non-Votes   Doyle N. Beneby     48,428,013       717,180       54,605       2,768,223   Gary D. Burnison     49,072,394       98,111       29,293       2,768,223   Christina A. Gold     48,965,360       180,448       53,990       2,768,223   Len J. Lauer     49,108,351       37,033       54,414       2,768,223   Jerry P. Leamon     48,931,705       212,792       55,301       2,768,223   Angel R. Martinez     49,101,406       45,031       53,361       2,768,223   Debra J. Perry     48,305,480       862,212       32,106       2,768,223   Lori J. Robinson     49,135,883       8,598       55,317       2,768,223   (2) Non-binding advisory resolution to approve the Company’s executive compensation. For   Against     Abstain     Broker  Non-Votes   45,969,834     3,177,383       52,581       2,768,223   (3) Approval of the Fourth A&R 2008 Plan. For   Against     Abstain     Broker  Non-Votes   47,610,054     1,534,190       55,554       2,768,223   (4) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2020 fiscal year. For   Against     Abstain     Broker  Non-Votes   51,250,982     699,416       17,623       N/A   (5) Stockholder proposal requesting amendments to allow holders of 10% of outstanding shares to call special stockholder meetings. For   Against     Abstain     Broker  Non-Votes   21,453,771     27,727,315       18,712       2,768,223   Item 8.01 Other Events. On October 4, 2019, the Company issued a press release announcing the election of two new directors at the Company’s 2019 Annual Meeting of Stockholders. 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     Fourth Amended and Restated Korn Ferry 2008 Stock Incentive Plan.             Exhibit 99.1     Press Release, dated October 4, 2019.             Exhibit 104     The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 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: October 4, 2019           /s/ Jonathan Kuai                                   (Signature)     Name:   Jonathan Kuai     Title:   General Counsel and Corporate Secretary