As filed with the Securities and Exchange Commission on December 9, 2024
Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KORN FERRY
(Exact name of registrant as specified in its charter)
| Delaware | 95-2623879 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
1900 Avenue of the Stars, Suite 1500
Los Angeles, California 90067
(310) 552-1834
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Korn Ferry Amended and Restated 2022 Stock Incentive Plan
(Full title of the plan)
Robert P. Rozek
Executive Vice President, Chief Financial Officer and Chief Corporate Officer
Korn Ferry
1900 Avenue of the Stars, Suite 1500
Los Angeles, California 90067
(310) 552-1834
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
| Ari Lanin, Esq. Gibson, Dunn & Crutcher LLP 2029 Century Park East Los Angeles, CA 90067 |
Stephen W. Fackler Gibson, Dunn & Crutcher LLP 310 University Avenue Palo Alto, CA 94301 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Korn Ferry (the “Registrant”), relating to 1,900,000 shares of its common stock, par value $0.01 per share, available for issuance pursuant to awards to eligible persons under the Korn Ferry Amended and Restated 2022 Stock Incentive Plan (the “Plan”).
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 previously filed with the Securities and Exchange Commission (“Commission”) on September 22, 2022 (Registration No. 333-267556), which relates to the Plan, are incorporated herein by reference and made a part hereof, except for those items being updated by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits |
| * | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on December 9, 2024.
| KORN FERRY | ||
| By: | /s/ Robert P. Rozek | |
| Name: | Robert P. Rozek | |
| Title: | Executive Vice President, Chief Financial Officer and Chief Corporate Officer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gary D. Burnison and Jonathan M. Kuai, and each of them acting individually, as his or her attorney-in-fact, with full power of substitution, for him or her and in any and all capacities, to sign any and all amendments to this Registration Statement on this Form S-8 (including any post-effective amendments thereto) and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, the following persons have signed this Registration Statement in the capacities and on the date(s) indicated.
| Signature |
Title |
Date | ||
| /s/ Gary D. Burnison Gary D. Burnison |
President & Chief Executive Officer and Director (Principal Executive Officer) |
December 9, 2024 | ||
| /s/ Robert P. Rozek Robert P. Rozek |
Executive Vice President, Chief Financial Officer and Chief Corporate Officer (Principal Financial Officer and Principal Accounting Officer) |
December 9, 2024 | ||
| /s/ Jerry P. Leamon Jerry P. Leamon |
Chairman of the Board and Director | December 9, 2024 | ||
| /s/ Doyle N. Beneby Doyle N. Beneby |
Director | December 9, 2024 | ||
| /s/ Laura M. Bishop Laura M. Bishop |
Director | December 9, 2024 | ||
| /s/ Matthew J. Espe Matthew J. Espe |
Director | December 9, 2024 | ||
| /s/ Russell A. Hagey Russell A. Hagey |
Director | December 9, 2024 | ||
| /s/ Charles L. Harrington Charles L. Harrington |
Director | December 9, 2024 | ||
| /s/ Angel R. Martinez Angel R. Martinez |
Director | December 9, 2024 | ||
| /s/ Debra J. Perry Debra J. Perry |
Director | December 9, 2024 | ||
| /s/ Lori J. Robinson Lori J. Robinson |
Director | December 9, 2024 | ||