UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2023 Annual Meeting of Stockholders held on September 21, 2023 (the “2023 Annual Meeting”), stockholders of Korn Ferry (the “Company”) (i) elected the nine nominees named in the 2023 Annual Meeting proxy statement (the “Proxy Statement”) to serve as directors until the Company’s 2024 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) recommended by non-binding advisory vote a ONE YEAR frequency for future advisory votes to approve the Company’s executive compensation, and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2024 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.
The final voting results are as follows:
| (1) | Election of the nine nominees named in the Proxy Statement to serve on the Board of Directors of the Company (the “Board”) until the 2024 Annual Meeting of Stockholders. |
| Nominee |
For |
Against |
Abstain |
Broker Non-Votes | ||||
| Doyle N. Beneby |
45,787,392 | 784,415 | 32,706 | 3,228,823 | ||||
| Laura M. Bishop |
46,046,063 | 526,767 | 31,683 | 3,228,823 | ||||
| Gary D. Burnison |
46,323,482 | 249,161 | 31,870 | 3,228,823 | ||||
| Matthew J. Espe |
46,439,094 | 132,589 | 32,830 | 3,228,823 | ||||
| Charles L. Harrington |
45,935,566 | 637,028 | 31,919 | 3,228,823 | ||||
| Jerry P. Leamon |
45,498,099 | 1,073,699 | 32,715 | 3,228,823 | ||||
| Angel R. Martinez |
46,264,270 | 308,069 | 32,174 | 3,228,823 | ||||
| Debra J. Perry |
43,947,732 | 2,625,078 | 31,703 | 3,228,823 | ||||
| Lori J. Robinson |
46,116,748 | 456,199 | 31,566 | 3,228,823 |
| (2) | Non-binding advisory resolution to approve the Company’s executive compensation. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 45,100,196 | 1,273,059 | 231,258 | 3,228,823 |
| (3) | Non-binding advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation. |
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 43,114,984 | 1,283 | 3,455,929 | 32,317 | 3,228,823 |
The Board has considered the results of the advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation and has determined that, until the next required vote on the frequency of future advisory votes to approve the Company’s executive compensation, the Board will hold advisory votes on the Company’s executive compensation on an annual basis, consistent with the Board’s recommendation to stockholders and the stockholder vote.
(4) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2024 fiscal year.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 48,697,818 | 1,118,737 | 16,781 | 0 |
| Item 8.01 | Other Events. |
On September 21, 2023, the Company issued a press release announcing the election of a new director at the 2023 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 99.1 | Press Release, dated September 21, 2023. | |
| 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 22, 2023 | ||||||
| /s/ Jonathan Kuai | ||||||
| (Signature) | ||||||
| Name: Jonathan Kuai | ||||||
| Title: General Counsel, Managing Director of Business Affairs, and Corporate Secretary | ||||||