Korn Ferry

09/23/2025 | Press release | Distributed by Public on 09/23/2025 14:18

Proxy Results, Corporate Action, Amendments to Bylaws (Form 8-K)

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As discussed under Item 5.07 of this Current Report on Form 8-K,at the 2025 Annual Meeting of Stockholders of Korn Ferry (the "Company") held on September 18, 2025 (the "2025 Annual Meeting"), upon the recommendation of the Board of Directors (the "Board"), the Company's stockholders approved amendments to the Company's Restated Certificate of Incorporation (the "Certificate") to limit the liability of certain officers as permitted by Delaware law (the "Certificate Amendments"). The details of the Certificate Amendments were disclosed in the Company's definitive proxy statement (the "Proxy Statement") for its 2025 Annual Meeting, filed with the Securities and Exchange Commission on August 8, 2025, which description is incorporated herein by reference.

The amendments to the Certificate became effective upon the filing of a Certificate of Amendment of the Certificate with the Secretary of State of the State of Delaware on September 18, 2025 (the "Certificate of Amendment").

The foregoing description of the amendments to the Certificate is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the 2025 Annual Meeting, Company stockholders (i) elected the eight nominees named in the Proxy Statement to serve as directors until the Company's 2026 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-bindingadvisory resolution approving the Company's executive compensation, (iii) approved the Certificate Amendments, and (iv) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's 2026 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 eight nominees named in the Proxy Statement to serve on the Board until the 2026 Annual Meeting of Stockholders.

Nominee For Against Abstain Broker Non-Votes
Doyle N. Beneby 42,313,128 4,134,206 37,109 2,188,612
Laura M. Bishop 45,985,642 464,030 34,771 2,188,612
Gary D. Burnison 46,271,670 177,846 34,927 2,188,612
Matthew J. Espe 45,964,287 484,437 35,719 2,188,612
Russell A. Hagey 44,873,461 1,574,902 36,080 2,188,612
Jerry P. Leamon 44,314,676 2,133,944 35,823 2,188,612
Angel R. Martinez 46,381,445 68,222 34,776 2,188,612
Lori J. Robinson 44,988,693 1,445,195 50,555 2,188,612
(2)

Non-bindingadvisory resolution to approve the Company's executive compensation.

For

Against

Abstain

Broker Non-Votes

39,860,719 6,339,627 284,097 2,188,612
(3)

Approval of the Certificate Amendments.

For

Against

Abstain

Broker Non-Votes

41,847,749 3,605,185 1,031,509 2,188,612
(4)

Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's 2026 fiscal year.

For

Against

Abstain

Broker Non-Votes

47,120,682 1,507,714 44,659 0
Korn Ferry published this content on September 23, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 23, 2025 at 20:18 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]