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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant þ                            Filed by a Party other than the Registrant ¨

Check the appropriate box:

(Name of Registrant As Specified In Its Charter)

KORN/FERRY INTERNATIONAL

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notes:

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1900 Avenue of the Stars, Suite 2600

Los Angeles, California 90067

August [—], 2013

Dear Stockholders:

It is my pleasure to invite you to attend the 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of Korn/Ferry International. The Annual Meeting will be held on September 26, 2013 at 8:00 a.m. Pacific time at the Intercontinental Hotel in Century City located at 2151 Avenue of the Stars, Los Angeles, California 90067.

We are pleased to furnish proxy materials to stockholders this year primarily over the Internet. On August [—], 2013, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2013 Annual Report. Internet distribution of our proxy materials is designed to expedite receipt by stockholders, lower the cost of the Annual Meeting, and conserve natural resources. If you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you received your Annual Meeting materials by mail, the Notice of the Annual Meeting, Proxy Statement, and proxy card from our Board of Directors were enclosed.

Please refer to the Proxy Statement for detailed information on each of the proposals and the Annual Meeting.

We are delighted that you have chosen to invest in Korn/Ferry International and hope that, whether or not you attend the Annual Meeting, you will vote your shares as soon as possible. You may submit a proxy via the Internet or via telephone. If you received a paper copy of the proxy card by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided. Your vote is very important, and voting by proxy will ensure your representation at the Annual Meeting. You may revoke your proxy in accordance with the procedures described in the Proxy Statement at any time prior to the time it is voted at the Annual Meeting. If you attend the Annual Meeting, you may vote in person even if you previously provided a proxy.

Sincerely,

George T. Shaheen

Chair of the Board

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1900 Avenue of the Stars, Suite 2600

Los Angeles, California 90067

NOTICE OF 2013 ANNUAL MEETING

To Be Held On September 26, 2013

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on September 26, 2013.

The Proxy Statement and accompanying Annual Report to Stockholders are available at

www.envisionreports.com/KFY

To the Stockholders:

On September 26, 2013, Korn/Ferry International (the “Company”, “we”, “its” and “our”) will hold its 2013 Annual Meeting of Stockholders (the “Annual Meeting”) at the Intercontinental Hotel in Century City located at 2151 Avenue of the Stars, Los Angeles, California 90067. The Annual Meeting will begin at 8:00 a.m. Pacific time.

Only stockholders who owned our common stock as of the close of business on August 1, 2013 (the “Record Date”) can vote at the Annual Meeting or any adjournments or postponements thereof. The purposes of the Annual Meeting are to:

1. Approve an amendment to our Certificate of Incorporation to declassify our Board of Directors (“Board”) so that all directors will be elected annually commencing with the Annual Meeting;

2. Elect the eight directors nominated by our Board and named in the Proxy Statement accompanying this notice to serve on the Board until the 2014 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal, if Proposal No. 1 to declassify the Board is approved;

3. Elect the two directors nominated by our Board and named in the Proxy Statement accompanying this notice to serve on the Board until the 2016 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal, if Proposal No. 1 to declassify our Board is not approved;

4. Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2014 fiscal year;

5. Vote on a non-binding advisory resolution regarding the Company’s executive compensation; and

6. Transact any other business that may be properly presented at the Annual Meeting.

The Board unanimously recommends that you vote your shares: “FOR” the amendment to our Certificate of Incorporation to declassify our Board; “FOR” the election of the eight directors nominated by our Board and named in the Proxy Statement accompanying this notice to serve on the Board until the 2014 Annual Meeting of Stockholders if Proposal No. 1 to declassify the Board is approved; “FOR” the election of the two directors nominated by our Board and named in the Proxy Statement accompanying this notice to serve on the Board until the 2016 Annual Meeting of Stockholders if Proposal No. 1 to declassify the Board is not approved; “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2014 fiscal year; and “FOR” the approval, on an advisory basis, of the Company’s executive compensation.

On or about August [—], 2013, we will mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to stockholders of our common stock as of the Record Date, other than those stockholders who previously requested electronic or paper delivery of communications from us. The Notice contains instructions on how to access an electronic copy of our proxy materials, including the accompanying Proxy Statement and our 2013 Annual Report. The Notice also contains instructions on how to request a paper copy of the accompanying Proxy Statement. A quorum comprised of the holders of a majority of the outstanding shares of our common stock on the Record Date must be present or represented by proxy for the transaction of business at the Annual Meeting. Accordingly, it is important that your shares be represented. Whether or not you plan to attend the Annual Meeting, please vote promptly. You may submit a proxy via the Internet or via telephone. If you received a paper copy of the proxy card by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided. You may revoke your proxy at any time before it is voted by (1) sending a written revocation to the Corporate Secretary, (2) submitting a later-dated proxy, or (3) attending the Annual Meeting and voting in person.

Please read the proxy materials carefully. Your vote is important and we appreciate your cooperation in considering and acting on the matters presented.

By Order of the Board of Directors,

Peter L. Dunn

Corporate Secretary and

General Counsel

August [—], 2013

Los Angeles, California

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1900 Avenue of the Stars, Suite 2600

Los Angeles, California 90067

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

SEPTEMBER 26, 2013

We are providing you with these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of Korn/Ferry International of proxies to be used at our 2013 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on September 26, 2013, at the Intercontinental Hotel in Century City located at 2151 Avenue of the Stars, Los Angeles, California 90067. The Annual Meeting will begin at 8:00 a.m. Pacific time. This Proxy Statement contains important information regarding the Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote, and information about voting procedures. As used herein, “we,” “us,” “our,” or the “Company” refers to Korn/Ferry International, a Delaware corporation. A Notice of Internet Availability of Proxy Materials, this Proxy Statement, any accompanying proxy card or voting instruction card, and our 2013 Annual Report to Stockholders will be made available to our stockholders on or about August [—], 2013.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

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If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted.

If you vote by proxy, the individuals named on the proxy card (your “proxies”) will vote your shares in the manner you indicate. You may specify whether your shares should be voted for or against all, some or none of the nominees for director and whether your shares should be voted for or against each of the other proposals. If you submit a proxy without indicating your instructions, your shares will be voted as follows:

(1) Sending a written revocation to the Corporate Secretary;

(2) Submitting a later dated proxy; or

(3) Attending the Annual Meeting and voting in person.

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You are a “stockholder of record” if your shares are registered directly in your name with the Company’s transfer agent.

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PROPOSAL NO. 1—AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO

DECLASSIFY OUR BOARD OF DIRECTORS AND PROVIDE FOR ANNUAL ELECTIONS OF

ALL DIRECTORS

We are asking you to approve an amendment to our Certificate of Incorporation to declassify the Board and provide for annual elections of all directors commencing with the Annual Meeting. Article VIII of our Certificate of Incorporation currently provides that the Board shall be divided into three classes, with members of each class of directors serving a three-year term. The classification of the Board results in staggered elections, with a different class of directors standing for election every third year. The current terms of our director classes expire as follows: Class 2013 director term expires at the Annual Meeting; Class 2014 director term expires at the 2014 Annual Meeting of Stockholders; and Class 2015 director term expires at the 2015 Annual Meeting of Stockholders.

Following stockholder approval, on an advisory basis, at the 2012 Annual Meeting of Stockholders of a stockholder proposal to declassify the Board, the Board and the Nominating and Corporate Governance Committee conducted a full review regarding the potential declassification of the Board and moving to annual elections of all directors. Following the completion of that review and consideration of the results of the stockholder vote, the Nominating and Corporate Governance Committee recommended to the Board that a proposal to amend the Company’s Certificate of Incorporation to provide for annual elections for all directors commencing with the Annual Meeting be submitted to the stockholders for approval. The Board, upon the recommendation of the Nominating and Corporate Governance Committee and consideration of the non-binding stockholder vote at the 2012 Annual Meeting of Stockholders, has determined that declassification of the Board is advisable and in the best interests of the Company and its stockholders.

If the amendment to our Certificate of Incorporation is adopted and approved by our stockholders, we will file the amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Delaware Secretary”) immediately following the vote at the Annual Meeting and such amendment will be in effect immediately upon such filing. We expect to make this filing before the vote is taken to elect directors at the Annual Meeting so that if the amendment to our Certificate of Incorporation is adopted it will become effective when the vote is taken to elect directors. The directors currently serving in Class 2014 and Class 2015 have indicated their support for the elimination of the Company’s staggered board structure by agreeing to resign from their current classes of directors if they are elected to new one-year terms at the Annual Meeting. Thus, all eight members of the Board will be standing for election at the Annual Meeting, if the proposed declassification amendment is adopted. In the event this Proposal No. 1 is not adopted, a director serving in Class 2014 or Class 2015 will, in accordance with Delaware law, remain in office until the 2014 Annual Stockholder Meeting or the 2015 Annual Stockholder Meeting, respectively, or until such director’s earlier death, resignation or removal.

Under Delaware corporate law, directors of companies that have a classified Board structure may be removed only for cause unless their certificate of incorporation provides otherwise. However, directors of companies that do not have a classified structure may be removed with or without cause by the holders of a majority of the shares then entitled to vote at an election of directors. Accordingly, in conjunction with our proposal to declassify our Board, we are proposing to amend Article X of our Certificate of Incorporation to eliminate the provision that allows stockholders to remove our directors only for cause. Thus, whereas under the current provisions of Article X, a director is removable only for cause by the holders of a majority of the outstanding shares entitled to vote at an election of directors, following the adoption of the amendment to our Certificate of Incorporation a director will be removable, either for cause or without cause, by the holders of a majority of the shares entitled to vote at an election of directors.

The foregoing description of the proposed amendments to our Certificate of Incorporation is a summary and is qualified by and subject to the full text of the proposed amendment, which is attached to this Proxy Statement as Appendix A. Additions of text to our Certificate of Incorporation contained in Appendix A are indicated by double underlining and deletions of text are indicated by strike-outs.

Similar to our Certificate of Incorporation, our Second Amended and Restated Bylaws (the “Bylaws”) contain provisions concerning the classification of the Board. If this Proposal No. 1 is approved, our Board will amend Article III of the Bylaws to implement the proposed declassification of the Board and appropriate conforming changes, including (i) eliminating Section 3(c), which provides for the division of the Board into three classes, (ii) amending existing Section 3(e) to provide for directors to hold office until the next annual meeting of stockholders (as opposed to the third year following the year of their election) and the due election and qualification of their successors or until their earlier death, resignation or removal, (iii) amending existing Section 3(f) to provide for removal of directors or the entire Board for cause or without cause by the holders of a majority of the shares then entitled to vote at the election of directors, and (iv) amending Section 4 to provide that directors elected to fill vacancies on the Board will serve for a term ending at the next annual meeting of stockholders following their election (as opposed to at which the class of which he is a member becomes subject to re-election). If this Proposal No. 1 is not approved, the Board will not amend the Bylaws with respect to declassification.

If this Proposal No. 1 is not approved by the Company’s stockholders, then the election of the two Class 2016 director nominees as set forth in Proposal No. 3 shall proceed under the Certificate of Incorporation as currently in effect. In such case, the Class 2016 director nominees shall be elected for a term expiring at the 2016 Annual Meeting of Stockholders and the Class 2014 and Class 2015 directors shall serve the remaining terms of such class.

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Required Vote

The affirmative vote of a majority of the shares of our common stock outstanding on the Record Date is required for approval of the proposal to amend our Certificate of Incorporation.

Recommendation of the Board

The Board unanimously recommends that you vote “FOR” the amendment to our Certificate of Incorporation to declassify our Board and to allow for the removal of directors without cause.

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PROPOSAL NO. 2—ELECTION OF DIRECTORS

PROPOSAL NO. 2 WILL BE VOTED UPON ONLY IF OUR STOCKHOLDERS APPROVE APPPROVE PROPOSAL NO. 1

If our stockholders approve Proposal No. 1 at the Annual Meeting, our stockholders will be asked to consider eight nominees for election to our Board to serve for a one year term until the 2014 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. If our stockholders do not approve Proposal No. 1, this Proposal No. 2 will not be submitted to a vote of our stockholders at the Annual Meeting and instead Proposal No. 3 (Election of Class 2016 Directors) will be submitted in its place.

The names of the eight nominees for director and their current position and office with the Company are set forth below. Detailed biographical information regarding each of these nominees is provided in this Proxy Statement under the heading “Board of Directors.” All of the nominees, with the exception of Mr. Burnison, have been determined by the Board to be independent. Our Nominating and Corporate Governance Committee has reviewed the qualifications of each of the nominees and has recommended to the Board that each nominee be submitted to a vote at the Annual Meeting.

All of the nominees have indicated their willingness to serve, if elected, but if any should be unable or unwilling to serve, proxies may be voted for a substitute nominee designated by the Board. The Company did not receive any stockholder nominations for director. Proxies cannot be voted for more than the number of nominees named in this Proxy Statement.

Required Vote

Directors are elected by a plurality of the votes cast. Therefore, the eight nominees who receive the highest number of votes will be elected as directors.

Recommendation of the Board

The Board unanimously recommends that you vote “FOR” each of the nominees named above for election as a director.

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PROPOSAL NO. 3—ELECTION OF CLASS 2016 DIRECTORS

PROPOSAL NO. 3 WILL NOT BE VOTED UPON IF OUR STOCKHOLDERS APPROVE PROPOSAL NO. 1

Our Certificate of Incorporation currently provides for a classified Board. Each person elected as a Class 2016 director at the Annual Meeting will serve a three-year term expiring on the date of the 2016 Annual Meeting of Stockholders. Our Board has nominated Edward D. Miller and Gary D. Burnison for election as Class 2016 directors at the Annual Meeting – ONLY in the event Proposal No. 1 is NOT APPROVED and the Board remains classified. Information about each of the nominees as of the date of this Proxy Statement, including their current positions and offices, business experience, director positions held currently or at any time during the last five years, tenure as a Korn/Ferry director, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and our Board to determine that the nominees should serve as one of our directors is set forth under the heading “Board of Directors.” In the event Proposal No. 1 is NOT APPROVED and the Class 2016 nominees standing for election at the Annual Meeting are elected, the directors will serve in the classes specified below:

All of the nominees have indicated their willingness to serve, if elected, but if any should be unable or unwilling to serve, proxies may be voted for a substitute nominee designated by the Board.

Required Vote

Directors are elected by a plurality of the votes cast. Therefore, the two nominees who receive the highest number of votes will be elected as directors.

Recommendation of the Board

The Board unanimously recommends that you vote “FOR” each of the nominees named above for election as a Class 2016 director.

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PROPOSAL NO. 4—RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP

AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2014. Ernst & Young LLP has served as the Company’s independent registered public accounting firm since March 2002. Ernst & Young LLP has unrestricted access to the Audit Committee to discuss audit findings and other financial matters. Neither the Company’s Certificate of Incorporation nor its Bylaws requires that the stockholders ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm. However, we are requesting ratification because we believe it is a matter of good corporate practice. If the Company’s stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain Ernst & Young LLP, but may, nonetheless, retain Ernst & Young LLP as the Company’s independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in their discretion may change the appointment at any time if they determine that such change would be in the best interests of the Company and its stockholders. Representatives of Ernst & Young LLP will attend the Annual Meeting to answer appropriate questions and may also make a statement if they so desire.

Required Vote

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm requires the affirmative vote of a majority of those shares present, either in person or by proxy, and entitled to vote at the Annual Meeting.

Recommendation of the Board

The Board unanimously recommends that you vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2014.

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PROPOSAL NO. 5—ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

In accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and more specifically, Section 14A of the Exchange Act which was added under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are asking stockholders to approve an advisory resolution on the Company’s executive compensation as reported in this Proxy Statement. Our executive compensation program is designed to support the Company’s long-term success. As described below in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation and Personnel Committee has structured our executive compensation program to achieve the following key objectives:

We urge stockholders to read the “Compensation Discussion and Analysis” below, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and related compensation tables and narrative below which provide detailed information on the compensation of our named executive officers. The Compensation and Personnel Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our named executive officers reported in this Proxy Statement has supported and contributed to the Company’s success.

We are asking stockholders to approve the following advisory resolution at the 2013 Annual Meeting of Stockholders:

RESOLVED, that the stockholders of Korn/Ferry International (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers set forth in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the Company’s 2013 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board. Although non-binding, the Board and the Compensation and Personnel Committee will carefully review and consider the voting results when evaluating our executive compensation program.

Recommendation of the Board

The Board unanimously recommends that you vote “FOR” the Company’s executive compensation.

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THE BOARD OF DIRECTORS

The Company’s Certificate of Incorporation currently provides that the number of directors shall not be fewer than eight nor more than fifteen, with the exact number of directors within such limits to be determined by the Board. Currently, the Board is comprised of eight directors, divided into three classes, with one class elected at each annual meeting of stockholders, and with directors of each class elected to serve for three year terms. If Proposal No. 1 is approved at the Annual Meeting, the Board will be declassified and all directors will serve a one-year term and be elected on an annual basis at each annual meeting of stockholders. If Proposal No. 1 is not approved at the Annual Meeting, the classified structure will be maintained and the two directors named in Proposal No. 3 will stand for election for a three year term at the Annual Meeting.

Director Qualifications

The Board believes that the Board, as a whole, should possess a combination of skills, professional experience and diversity of backgrounds necessary to oversee the Company’s business. In addition, the Board believes there are certain attributes every director should possess, as reflected in the Board’s membership criteria discussed below. Accordingly, the Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.

The Nominating and Corporate Governance Committee is responsible for developing and recommending Board membership criteria to the full Board for approval. The criteria, which are set forth in the Company’s Corporate Governance Guidelines, include a reputation for integrity, honesty and adherence to high ethical standards, strong management experience, current knowledge and contact in the Company’s industry or other industries relevant to the Company’s business, and the ability to commit sufficient time and attention to Board and Committee activities. The Nominating and Corporate Governance Committee seeks a variety of occupational, educational, and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives and to enhance the diversity of the Board in such areas as professional experience, geography, race, gender, ethnicity and age. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, the Nominating and Corporate Governance Committee does believe it is essential that Board members represent diverse viewpoints and backgrounds. The Nominating and Corporate Governance Committee periodically evaluates the composition of the Board to assess the skills and experience that are currently represented on the Board, as well as the skills and experience that the Board will find valuable in the future, given the Company’s current situation and strategic plans. This periodic assessment enables the Board to update the skills and experience it seeks in the Board as a whole, and in individual directors, as the Company’s needs evolve and change over time and to assess effectiveness of efforts at pursuing diversity. In identifying director candidates from time to time, the Nominating and Corporate Governance Committee may establish specific skills and experience that it believes the Company should seek in order to constitute a balanced and effective board.

In evaluating director candidates, and considering incumbent directors for renomination to the Board, the Nominating and Corporate Governance Committee takes into account a variety of factors. These include each nominee’s independence, financial literacy, personal and professional accomplishments, and experience, each in light of the composition of the Board as a whole and the needs of the Company in general, and for incumbent directors, past performance on the Board. The table below sets forth information about each of the nominees for director, including each such person’s specific experience, qualifications, attributes and skills that led our Board to conclude that such nominee/director should serve on our Board. The process undertaken by the Nominating and Corporate Governance Committee in recommending qualified director candidates is described below under “Corporate Governance—Board Committees—Nominating and Corporate Governance Committee.”

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CORPORATE GOVERNANCE

The Board held twelve meetings during fiscal 2013. Each of the directors except for former director Baroness Denise Kingsmill attended at least 75% of the Board meetings and the meetings of committees of which they were members in fiscal 2013. Directors are expected to attend each annual meeting of stockholders. All directors attended the 2012 Annual Meeting of Stockholders in person other than one former director and one current director.

Director Independence

The Board has determined that as of the date hereof a majority of the Board is “independent” under the independence standards of the New York Stock Exchange (“NYSE”). The Board has determined that the following directors and director-nominees are “independent” under the independence standards of the NYSE: Jerry Leamon, Edward Miller, Debra J. Perry, Gerhard Schulmeyer, Harry L. You, George T. Shaheen and William R. Floyd, and that former directors Baroness Denise Kingsmill and Kenneth Whipple were “independent” under the NYSE standards during the portion of fiscal 2013 when they served as directors. For a director to be “independent”, the Board must affirmatively determine that such director does not have any material relationship with the Company. To assist the Board in its determination, the Board reviews director independence in light of the categorical standards set forth in the NYSE’s Listed Company Manual. Under these standards, a director cannot be deemed “independent” if, among other things:

The independent directors of the Board meet regularly in executive sessions outside the presence of management. Mr. George Shaheen, as Chair of the Board, currently presides at all executive sessions of the independent directors. Subject to his reelection at the Annual Meeting or continuation as a Class 2015 Director, as the case may be, Mr. Shaheen will continue in this role following the Annual Meeting.

Board Leadership Structure

The Company’s Corporate Governance Guidelines provide that the Board is free to select its Chair and CEO in the manner it considers to be in the best interests of the Company and that the role of Chair and CEO may be filled by a single individual or two different persons. This provides the Board with flexibility to decide what leadership structure is in the best interest of the Company at any point in time. Currently, the Board is led by an independent, non-executive Chair, Mr. George Shaheen. Mr. Shaheen will continue to serve as Chair of the Board, subject to his reelection as a director at the Annual Meeting or continuation as a Class 2015 Director, as the case may be. The Board has determined that having an independent director serve as Chair of the Board is in the best interests of the Company at this time as it allows the Chair to focus on the effectiveness and independence of the Board while the CEO focuses on executing the Company’s strategy and managing the Company’s business. In the future, the Board may determine that it is in the bests interests of the Company to combine the role of Chair and CEO.

Board’s Oversight of Enterprise Risk and Risk Management

The Board plays an active role, both as a whole and also at the committee level, in overseeing management of the Company’s risks. Management is responsible for the Company’s day-to-day risk management activities. The Company has established an enterprise risk framework for identifying, aggregating and evaluating risk across the enterprise. The risk framework is integrated with the Company’s annual planning, audit scoping and control evaluation management by its internal auditor. The review of risk management is a dedicated periodic agenda item for the Audit Committee, whose responsibilities include periodically reviewing management’s financial risk assessment and risk management policies, the Company’s major financial risk exposures, and the steps management has taken to monitor and control such exposures. The Company’s other Board committees also consider and address risk during the course of their performance of their committee responsibilities. Specifically, the Compensation and Personnel Committee reviews the risks related to the Company’s compensation programs for senior management, discussed in more detail below, and the Nominating and Corporate Governance Committee oversees risks associated with operations of the Board and its governance structure. Further, the General Counsel periodically reports on litigation and other legal risks

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that may affect the Company to the Board. The full Board monitors risks through regular reports from each of the Committee chairs and the General Counsel, and is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters. We believe the division of risk management responsibilities described above provides an effective framework for evaluating and addressing the risks facing the Company, and that our Board leadership structure supports this approach because it allows our independent directors, through the independent committees and non-executive Chair, to exercise effective oversight of the actions of management.

Assessment of Risk Related to Compensation Programs. During fiscal 2013, the Company completed its annual inventory of executive and non-executive compensation programs globally, with particular emphasis on incentive compensation plans and programs. Based on this inventory, the Company evaluated the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balanced compensation opportunities and risk. As part of this inventory, several factors were noted that reduce the likelihood of excessive risk taking. These factors include: balancing performance focus between near-term objectives and long-term stockholder value creation; issuing equity awards that vest over multi-year time horizons; and maintaining stock ownership guidelines and a clawback policy applicable to our executive officers. Furthermore, the Compensation Committee retains its own independent compensation consultant to provide input on executive pay matters, meets regularly, and approves all performance goals, award vehicles, and pay opportunity levels for senior management. As a result of this evaluation, the Company concluded that risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse impact on the Company.

Board Committees

Although the full Board considers all major decisions, the Company’s Bylaws permit the Board to have the following standing committees to more fully address certain areas of importance: (1) an Audit Committee, (2) a Compensation and Personnel Committee and (3) a Nominating and Corporate Governance Committee. The members of the standing committees as of the date hereof are set forth in the table below:

Audit Committee. Among other things, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, reviews the independent registered public accounting firm’s qualifications and independence, reviews the plans and results of the audit engagement with the independent registered public accounting firm, approves professional services provided by the independent registered public accounting firm, approves financial reporting principles and policies, considers the range of audit and non-audit fees, reviews the adequacy of the Company’s internal accounting controls and works to ensure the integrity of financial information supplied to stockholders. The Audit Committee is also available to receive reports, suggestions, questions and recommendations from the Company’s independent registered public accounting firm, the Chief Financial Officer and the General Counsel. It also confers with these parties in order to help assure the sufficiency and effectiveness of the programs being followed by corporate officers in the area of compliance with legal and regulatory requirements, business conduct and conflicts of interest. The Audit Committee is composed entirely of non-employee directors whom the Board has determined are “independent directors” under the applicable listing standards of the NYSE and the applicable rules of the Securities and Exchange Commission (“SEC”). The Board, in its business judgment, has determined that Messrs. You and Leamon qualify as “audit committee financial experts” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act, and that Ms. Perry is “financially literate,” under the NYSE rules. The Audit Committee met eleven times in fiscal 2013. The Audit Committee operates pursuant to a written charter adopted by the Board, which is available on the Company’s website at www.kornferry.com in the Corporate Governance section of the About Us webpage and in print to any stockholder that requests it. Any such request should be addressed to Korn/Ferry International, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary.

Compensation and Personnel Committee. Among other things, the Compensation and Personnel Committee approves and oversees the Company’s compensation programs, including cash and equity-based incentive programs provided to members of the Company’s senior management group, including the Company’s Chief Executive Officer, Chief Financial Officer and other named executive officers, reviews the compensation of directors for service on the Board and its committees, and approves or recommends to the Board, as required, specific compensation actions, including salary adjustments, annual cash incentives, stock option grants and employment and severance arrangements for the Chief Executive Officer and other executive officers. The Compensation and Personnel Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee consisting solely of members of the Compensation and Personnel Committee who are non-employee directors and outside directors. The Board has determined that all members of the Compensation and Personnel Committee are “independent directors” under the applicable listing standards of the NYSE. The Compensation and Personnel Committee met seven times during fiscal 2013. The Compensation and Personnel Committee operates pursuant to a written charter adopted by the Board, which is available on the Company’s website at www.kornferry.com in the Corporate Governance section of the About Us webpage and in print to any stockholder that requests it. Any such request should be addressed to Korn/Ferry International, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary.

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Nominating and Corporate Governance Committee. Among other things, the Nominating and Corporate Governance Committee recommends criteria to the Board for the selection of nominees to the Board, evaluates all proposed nominees, recommends nominees to the Board to fill vacancies on the Board, and, prior to each annual meeting of stockholders, recommends to the Board a slate of nominees for election to the Board by the stockholders at the annual meeting. In evaluating nominations, the Nominating and Corporate Governance Committee considers a variety of criteria, including business experience and skills, independence, judgment, integrity, the ability to commit sufficient time and attention to Board activities and the absence of potential conflicts with the Company’s interests. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, it also takes into account the diversity of the Board when considering director nominees. The Board has determined that all members of the Nominating and Corporate Governance Committee are “independent directors” under the applicable listing standards of the NYSE. The Nominating and Corporate Governance Committee met four times in fiscal 2013. The Nominating and Corporate Governance Committee operates pursuant to a written charter adopted by the Board, which is available on the Company’s website at www.kornferry.com in the Corporate Governance section of the About Us webpage and in print to any stockholder that requests it. Any such request should be addressed to Korn/Ferry International, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary. Stockholders may recommend director nominees by mailing submissions to Korn/Ferry International, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary. Any stockholder recommendations for director are evaluated in the same manner as all other candidates considered by the Nominating and Corporate Governance Committee.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that is applicable to all directors, employees and officers (including the Company’s Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer). Among other things, the Code of Business Conduct and Ethics requires directors, employees and officers to maintain the confidentiality of all information entrusted to them (except when disclosure is authorized or legally mandated); to deal fairly with the Company’s clients, service providers, suppliers, competitors and employees; to protect Company assets; and for those who have a role in the preparation and/or review of information included in the Company’s public filings, to report such information accurately and honestly. It also prohibits directors, employees and officers from using or attempting to use their position at the Company to obtain an improper personal benefit. The Code of Business Conduct and Ethics is available on the Company’s website at www.kornferry.com in the Corporate Governance section of the About Us webpage and in print to any stockholder that requests it. Any such request should be addressed to Korn/Ferry International, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary. We intend to post on the Company’s website amendments, if any, to the Code of Business Conduct and Ethics, as well as any waivers thereunder, with respect to our officers and directors as required to be disclosed by the SEC and NYSE rules.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which among other things, impose limits on the number of directorships each member of the Board may hold (the Chief Executive Officer of the Company may not sit on more than two boards of directors of public companies (other than the Company), while all other directors may not sit on more than six boards of directors of public companies (other than the Company)); specifies the criteria to be considered for director candidates; and requires non-management directors to meet periodically without management. Additionally, the guidelines require that, when a director’s principal occupation or business association changes substantially during his or her tenure as a director, that director is required to provide written notice of such change to the chair of the Nominating and Corporate Governance Committee, and agree to resign from the Board if the Board determines to accept such resignation. The Nominating and Corporate Governance Committee must then review and assess the circumstances surrounding such change, and recommend to the Board any appropriate action to be taken. The Corporate Governance Guidelines are available on the Company’s website at www.kornferry.com in the Corporate Governance section of the About Us webpage and in print to any stockholder that requests it. Any such request should be addressed to Korn/Ferry International, 1900 Avenue of the Stars, Suite 2600, Los Angeles, California 90067, Attention: Corporate Secretary.

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

The Company’s five overall strategic initiatives (see below under “Elements of Compensation & Decisions and Actions—Annual Cash Compensation” for more detail on these initiatives) are:

Our named executive officers in fiscal 2013 were Gary D. Burnison, President and Chief Executive Officer, Robert P. Rozek, Executive Vice-President and Chief Financial Officer, Ana Dutra, Former Executive Vice President and Chief Executive Officer of Leadership and Talent Consulting (“LTC”) until April 17, 2013, when she transitioned into a new role as Executive Vice President of LTC, Byrne Mulrooney, Chief Executive Officer of Korn/Ferry International Futurestep, Inc., (“Futurestep”) and Robert J. Heckman, President of LTC. Mr. Heckman became the President of LTC on April 23, 2013.

Fiscal 2013 Performance

Despite the continued uncertainty in the global economic environment, the Company improved its financial and operating performance during fiscal 2013. The Company’s performance reflected the contributions of the named executive officers and, consistent with the Company’s policy of tying cash and equity-based incentives to the performance of the Company, the awards to the named executive officers for fiscal 2013 reflect the Company’s performance.

During fiscal 2013, the Company achieved a number of favorable results including:

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EXECUTIVE COMPENSATION PHILOSOPHY AND OVERSIGHT

Philosophy

The Company is a premier global provider of talent management solutions including executive recruitment, leadership consulting services and high impact recruitment solutions. The Company is uniquely positioned to help its clients with their human capital needs by assisting our clients to attract, engage, develop and reward their talent. The Company’s unique global positioning allows it to maintain enhanced brand visibility and to attract and retain high-caliber consultants. The Company provides its services to a broad range of clients through the expertise of more than 607 consultants located in 37 countries throughout the world. Accordingly, the Company’s executive officers must have the skills and experience to manage and motivate an organization spread over a large number of countries with varying business and regulatory environments. The market for these talented individuals is highly competitive. The Company’s compensation philosophy focuses on ensuring the right candidates can be attracted, retained and properly rewarded for their contributions.

The Compensation and Personnel Committee (the “Committee”) is guided by the following principles in establishing and assessing compensation programs and policies for the named executive officers:

Oversight of Compensation Programs

The Committee has direct responsibility for determining the compensation of the named executive officers, having been delegated authority by the Board for the oversight of compensation for the Company’s senior management and the Company’s overall compensation programs, including its stock incentive plan.

The Committee retains compensation consultants to assist it in assessing the competitiveness of the named executive officers’ compensation. Frederic W. Cook & Co, Inc. has provided services to the Committee since September 2010. Pursuant to the factors set forth in Item 407 of Regulation S-K of the Exchange Act, the Committee has reviewed the independence of Frederic W. Cook & Co and conducted a conflicts of interest assessment, and has concluded that Frederic W. Cook & Co is independent and Frederic W. Cook & Co’s work for the Committee has not raised any conflicts of interest. No other fees were paid to these compensation consultants except as such fees related to their services to the Committee.

Use of a Peer Group

The Company does not target or position named executive officer pay levels at a specific percentile level relative to a peer group. Rather, the Company reviews total compensation and the mix of the compensation components relative to the peer group as one of the factors in determining if compensation is adequate to attract and retain executive officers with the unique set of skills necessary to manage and motivate our global human capital management firm.

Because a number of the Company’s peer organizations are privately-held, precise information regarding executive officer compensation practices among the Company’s competitor group is difficult to obtain. In addition, even when such data is available, meaningful differences in size, complexity and organizational structure among the Company’s competitor group make direct comparisons of compensation practices challenging and require exercise of judgment. In assessing the competitiveness of the Company’s named executive officer compensation, the Committee relies on information obtained from the proxies of publicly-traded competitors, information derived from data obtained from other public sources with respect to competitor organizations, and the general knowledge of the Committee and its consultant with regard to the market for senior management positions.

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During fiscal 2013, the Committee used the following companies as a peer group:

This peer group was primarily selected based upon criteria such as business lines, operating model, customer base, revenue, market capitalization and entities with which the Company competes for stockholder investment. The peer group remained unchanged from fiscal 2012. Revenue and market capitalization data for this peer group and the Company are as follows:

While the Committee does not target a particular position relative to its peer group, in determining the salary, annual cash incentive and long-term incentive levels for each named executive officer, the Committee does consider the range of salary, annual cash incentive and long-term incentive levels that the peer group provides to similarly situated executives and intends that the levels provided to each named executive officer fall within that range. The salary, annual cash incentive and long-term incentive levels for fiscal 2013 fell within this range and are generally intended to be within the 25th to 75th percentile of the range.

ELEMENTS OF COMPENSATION & COMPENSATION DECISIONS AND ACTIONS

Base Salary

Base salary is intended to compensate named executive officers for services rendered during the fiscal year and to provide sufficient fixed cash income for retention and recruiting purposes. Named executive officer base salary levels are reviewed on an annual basis by the Committee. In addition to competitive data from the peer group, data is also obtained from other sources with respect to non-public competitor organizations. The Committee also incorporates its perspective and the market knowledge of its compensation consultant related to senior management positions in assessing base salary levels. Further, the Committee takes into consideration individual performance of each named executive officer and, with respect to the named executive officers other than the Chief Executive Officer, input from the Chief Executive Officer.

There were no changes to the base salaries of the Company’s named executive officers during fiscal 2013 as the Committee determined based on competitive data and general market knowledge that the base salary levels of the named executive officers were appropriate. Mr. Heckman’s salary was established during fiscal 2013 as a part of the arms-length negotiation of his offer letter.

Annual Cash Incentives

Annual cash incentives are intended to motivate and reward named executive officers for achieving performance and strategic goals over a one-year period. The Committee determines annual cash incentive amounts based upon a number of factors including performance goals, strategic objectives, competitive data, individual performance, and the terms of employment contracts, as described in more detail below. While the Committee does take into consideration performance against performance goals and strategic objectives for the year, it retains discretion in determining actual bonus payouts. Annual cash incentives are typically paid in cash, but the Committee has discretion to pay a portion of the annual cash incentive in equity or other long-term incentives. In the case of Ms. Dutra and Mr. Mulrooney, their annual cash incentive awards and annual long-term incentive awards are determined in the aggregate on the basis of the aforementioned factors. The performance goals with respect to our annual incentive program typically include financial metrics such as fee revenue, operating margin (for Mr. Burnison and Mr. Rozek), and EPS. The Company also typically selects various strategic objectives such as recruiting and retention, productivity of consultants, diversification of revenues, brand awareness and customer satisfaction. For fiscal 2013, the goals and weightings for named executive officers were as follows:

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The company-level performance goals chosen at the beginning of fiscal 2013 for Mr. Burnison and Mr. Rozek were fee revenues of $790.4 million, operating margin of 9.3% and EPS of $0.95; which goals were equally weighted. The company-level performance goals for Ms. Dutra, Mr. Mulrooney and Mr. Heckman for the year were company-wide fee revenues of $790.4 million and EPS of $0.95, which goals were equally weighted. The Committee approved these goals as they are considered to be key indicators of Company performance since they capture both overall Company growth and the ability of the Company to translate the growth into net income. Actual results for the year were fee revenue of $812.8 million, operating margin of 8.7% and EPS of $1.10. The Committee approved challenging revenue and profitability goals at the business unit level for Ms. Dutra, Mr. Mulrooney and Mr. Heckman. Achievement at LTC was below target with respect to both goals and achievement at Futurestep was slightly below target for revenues and above target for profitability.

The strategic KPIs for fiscal 2013, and achievement against such KPIs, consisted of the following:

Strong performance against these strategic KPIs is considered difficult to achieve given the continuing uncertain economic environment. Despite this, the Committee concluded that the Company had performed very well against these strategic objectives in fiscal 2013, including performing at or well above target in five of the eight KPIs.

Consistent with past practice, in determining annual incentive amounts for fiscal 2013, the Committee reviewed a number of factors in addition to the goals described above, including competitive data, individual performance, and the terms of employment contracts. In assessing performance against the Company’s performance goals, the Committee noted the Company’s performance during fiscal 2013, including the achievements discussed in the section above entitled “Fiscal 2013 Performance” as well as the difficulty of operating in the continued uncertain economic environment.

For each named executive officer, the Committee took into account (among other accomplishments) the following:

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Notwithstanding the structure outlined above, the Committee retained its ability to evaluate achievement against these factors as it deemed most appropriate. After the end of the fiscal year the Committee then evaluated the achievement of the performance and strategic goals relative to the target and maximum annual incentive amounts established for the named executive officers in their employment contracts.

For each of Mr. Burnison and Mr. Rozek, the target bonus is equal to 100% of his base salary and the maximum bonus is equal to 200% of his base salary. Ms. Dutra had a target of $650,000 for her target bonus and long-term incentives, in the aggregate. Mr. Mulrooney and Mr. Heckman each had a target of $400,000 for his target annual cash and long-term incentives, in the aggregate.

Pursuant to his employment agreement and based upon arms’-length negotiation of such agreement at the time of his initial hire, for the first year of his employment, Mr. Rozek was entitled to receive a guaranteed cash incentive award of no less than $275,000. Pursuant to his offer letter and based upon arms’-length negotiation of such agreement at the time of his initial hire, for the period beginning on January 1, 2013 through the end of the 2013 fiscal year, Mr. Heckman was entitled to receive a guaranteed cash incentive award of no less than $66,667, and for the 2014 fiscal year, he is entitled to receive a guaranteed cash incentive award of no less than $200,000.

For Messrs. Burnison and Rozek, the Committee awarded annual cash incentive amounts as follows: Mr. Burnison-$836,223 and Mr. Rozek-$567,437 (which amounts represents 119.5% of their respective target bonuses for the year, and, in the case of Mr. Rozek exceeds his guaranteed bonus amount). The Committee reviewed performance against the performance goals and strategic objectives described above in determining a total dollar value for Ms. Dutra and Mr. Mulrooney’s combined annual cash incentive and long-term equity awards. A portion of this value was provided to each executive in early fiscal 2014 as an annual cash incentive (Ms. Dutra-$232,500, Mr. Mulrooney-$137,600) and a portion of this value (Ms. Dutra-$300,000 and Mr. Mulrooney-$400,000) was granted to the executive in the form of long-term incentive awards in fiscal 2014, as described further below. Mr. Heckman received an annual cash incentive amount of $66,666 (which is equal to the minimum bonus which was guaranteed to him pursuant to his offer letter).

Discretionary Cash Bonus

In addition to the foregoing, in light of Mr. Mulrooney’s exceptional contributions to the Company during 2013, the Committee determined to award him with a one-time special cash bonus equal to $500,000. The Committee determined that Futurestep had performed well against the objectives described above and that Mr. Mulrooney’s individual performance as the CEO of Futurestep had been a key contributor to the success of Futurestep. In making this determination, the Committee reviewed Futurestep’s growth in fee revenue, adjusted EBITDA margin performance improvement and increased operating income. In addition to leading Futurestep to another year of strong results, during fiscal 2013 Mr. Mulrooney managed Futurestep in a manner complimentary to and supportive of the goals of the overall Company through, among other things, restructuring Futurestep’s business and sales organization to enhance the Company’s business model and continuing to shift the services mix of Futurestep and grow recruitment process outsourcing and consulting. Mr. Mulrooney exhibited exceptional commitment and dedication to product innovation during fiscal 2013, including leading the development of FORTE, and he also devoted significant attention to enhancing and optimizing the Company’s overall talent. In addition, the Committee took note of Mr. Mulrooney’s involvement in advancing the Company’s social media and new technology initiatives and his service as interim Chief Information Officer from about March 2013 to August 2013.

Long-Term Incentives

Long-term incentives are intended to align the named executive officers’ interests with those of stockholders and encourage the achievement of the long-term goals of the Company. Long-term incentives are also designed to motivate and help retain top talent. To accomplish these objectives the Committee has discretion to make grants of options, time-based restricted stock and/or performance-based awards, as well as contributions to the Company’s non-qualified deferred compensation plan (described below) that vest over time.

The Committee determines long-term incentive award amounts based upon a number of factors including competitive data, total overall compensation provided to each named executive officer, Company performance during the fiscal year preceding the year of grant, historic grants, and any applicable agreements with the named executive officers. The various factors are not given specific weights; the Committee retains discretion to consider items as it deems appropriate.

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In fiscal 2013 our Chief Executive Officer received annual equity grants with a target grant value (i.e., shares awarded for target performance) equal to 2 times base salary, paid 50% in restricted stock units subject to market-based vesting criteria (referred to as “performance shares”) and 50% in time-based restricted stock. The Committee has determined that this amount falls within the range of long-term incentives provided by the peer group companies and that this was an appropriate level of equity grant to properly align the interests of our Chief Executive Officer with the Company’s long-term goals, taking into account his individual performance and market compensation levels. In fiscal 2013 our Chief Financial Officer received annual equity grants with a target grant value equal to his base salary, paid 50% in performance shares and 50% in time-based restricted stock.

As described above, Ms. Dutra had an aggregate target of $650,000 for her target annual cash and long-term incentives, and Mr. Mulrooney and Mr. Heckman each had an aggregate target of $400,000 for their target annual cash and long-term incentives. Pursuant to his offer letter and based upon arms’-length negotiation of such letter at the time of his initial hire, upon the commencement of his employment Mr. Heckman received a one-time award of restricted stock having a value on the grant date equal to $400,000. When determining the allocation between cash and long-term equity incentives with respect to Ms. Dutra, Mr. Mulrooney and Mr. Heckman, the Committee primarily reviewed historical pay practices, internal equity and what it considered to be an appropriate balance between short-term and long-term pay elements.

Below we discuss equity grants made during fiscal 2013, the payout of the performance shares granted in 2010 for which the three-year performance period ended in fiscal 2013, and the equity grants made during fiscal 2014.

Fiscal Year 2013 Awards

Performance Shares

The table below outlines the vesting of the performance shares granted in fiscal 2013 resulting from the Company’s TSR over the three-year performance period relative to the TSR of the fiscal 2013 peer group.

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The award terms provide that if the average TSR for the 3 year period is less than 0% (i.e. negative) then the award will be reduced in accordance with the following:

Time-Based Restricted Stock

Performance Shares for the Three-Year Performance Cycle Ending April 30, 2013

April 30, 2013 marked the end of the three-year performance cycle for the performance shares granted to Mr. Burnison and Ms. Dutra for fiscal 2010. Based upon the Company’s relative total stockholder return over the three-year performance period, 0% of the award was paid out.

Fiscal Year 2014 Awards

After the close of fiscal 2013 and as will be described in more detail in the proxy for fiscal 2014, the Company granted time-based restricted stock and performance shares to the named executive officers, in part to reward performance in fiscal 2013. For the fiscal year 2014 grants, Mr. Burnison and Mr. Rozek received no time-based restricted stock awards, and instead received two different types of performance shares (one with vesting tied to the revenue and EBITDA margin compound annual growth rates of the LTC and Futurestep service offerings and one with vesting tied to three-year TSR, as described above). In addition, Ms. Dutra and Mr. Mulrooney received time-based restricted stock grants as in years past, but received the new performance shares tied to LTC and Futurestep performance rather than the performance shares tied to three-year TSR.

Other Compensation Elements

Generally Available Benefits and Perquisites

The Company provides named executive officers the same benefits that are provided to all employees, including medical, dental and vision benefits, group term life insurance and participation in the Company’s 401(k) plan. In addition, the named executive officers receive the benefits provided to all employees at the level of vice president and above including an automobile allowance, participation in the Company’s nonqualified deferred compensation plan (described below) and reimbursement for medical expenses not reimbursed under the group medical plan, typically up to $2,500 per annum.

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Nonqualified Deferred Compensation Plan

The Company maintains a nonqualified deferred compensation plan, known as the Korn/Ferry International Executive Capital Accumulation Plan (“ECAP”). Pursuant to the ECAP, the named executive officers, along with all other U.S.-based vice presidents, may defer up to 90% of their salary and/or up to 100% of their annual incentive award into the ECAP. Participants in the ECAP make elections on how they would like their deemed account “invested” from a set line up of 17 pre-determined mutual funds. At its discretion, the Company may make contributions to the ECAP on behalf of a participant. All Company matching and performance contributions to the ECAP are approved by the Committee. During fiscal 2013, no Company contributions were made to the ECAP on behalf of the named executive officers. Participants in the ECAP may elect to receive distributions (in lump sum) while employed by the Company (and after such amounts have become vested) or upon termination of their employment with the Company.

Employment Agreements

Each of the Company’s named executive officers is covered by an employment contract or letter agreement that provides for a minimum annual level of salary, target incentives, eligibility for long-term incentives and benefit eligibility. The agreements with Messrs. Burnison, Rozek and Heckman also provide for a severance benefit in the event of a termination of employment without “cause” or, in the case of Messrs. Burnison and Rozek, for “good reason,” as such terms are defined in the agreements. It is the Committee’s belief that such agreements are necessary from a competitive perspective and also contribute to the stability of the management team.

The change in control benefits for Mr. Burnison include a gross-up payment in connection with Section 280G of the Internal Revenue Code (referred to as the “Section 280G gross-up”). The Section 280G tax on “excess parachute payments” is assessed, in part, based on Form W-2 income over the five year period preceding a termination in connection with a change in control. Thus, the amount of tax imposed varies depending on factors such as whether the executive officer elected to defer compensation or to exercise stock options. The Section 280G gross-up payment is intended to make certain that the payments and benefits actually received by Mr. Burnison, net of tax, are consistent with our compensation decisions and do not vary arbitrarily due to the operation of the tax rules. For these reasons, we believe that the provision of the Section 280G gross-up payment for Mr. Burnison is appropriate. The Company will no longer provide for Section 280G gross-up payments in future employment and/or severance arrangements.

Please refer to the sections entitled “Employment Agreements” and “Potential Payments Upon Termination or Change of Control” for further discussion of these agreements.

OTHER POLICIES

Stock Ownership Guidelines

The Company’s amended and restated stock ownership guidelines provide that all named executive officers are required to own three times their annual salary in Company common stock. Stock ownership includes direct stock ownership but does not include unvested stock awards. Pursuant to the stock ownership guidelines, the stock ownership level will be calculated annually on the day of the Company’s annual meeting of stockholders based on the prior thirty-day average closing stock price as reported by the NYSE. Each named executive officer has five years from the later of the effective date of the guidelines (June 14, 2011) or the date appointed to such position to meet the ownership requirements. All of our named executive officers are either in compliance with the stock ownership guidelines or are on track to be in compliance within the applicable time period.

Clawback Policy

On July 12, 2011, the Board adopted a clawback policy applicable to all incentive payments and performance-based equity awards granted to executive officers or the principal accounting officer after July 12, 2011. Pursuant to the policy, in the event that the Board determines there has been an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Board will review all applicable incentive payments and if such payments would have been lower had they been calculated based on such restated results, the Board may, to the extent permitted by governing law, seek to recoup for the benefit of the Company such payments to and/or equity awards held by executive officers or the principal accounting officer who are found personally responsible for the material restatement, as determined by the Board.

Internal Revenue Code Section 162(m)

As one of the factors in the review of compensation matters, the Committee considers the anticipated tax treatment to the Company. The deductibility of some types of compensation for named executive officers depends upon the timing of a named executive officer’s vesting or exercise of previously granted rights or on whether such plans qualify as “performance-based” plans under the provisions of the tax laws. The Committee usually seeks to satisfy the requirements necessary to allow the compensation of its named executive officers to be deductible under Section 162(m) of the Internal Revenue Code, but may also approve compensation that is not deductible under Section 162(m). For example, for fiscal 2013 no annual bonuses would have been paid, and no equity awards would have been granted in fiscal 2014, to any of the named executive officers (other than Mr. Heckman) if the Company had not achieved at least $728 million in revenue, 8.8% in operating margin or $0.81 of earnings per share.

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2012 “Say-on-Pay” Advisory Vote on Executive Compensation

The Company provided stockholders a “say-on-pay” advisory vote on its executive compensation in September 2012. At the Company’s 2012 Annual Meeting of Stockholders, stockholders expressed substantial support for the compensation of the Company’s named executive officers, with over 99% of the votes cast for approval of the “say-on-pay” advisory vote. The Committee carefully evaluated the results of the 2012 annual advisory “say-on-pay” vote. The Committee also considers numerous other factors in evaluating the Company’s executive compensation program as discussed in this Compensation Discussion and Analysis. While each of these factors informed the Committee’s decisions regarding the named executive officers’ compensation, the Compensation Committee did not implement changes to the Company’s executive compensation program as a result of the stockholder advisory vote.

As to the frequency of advisory votes on executive compensation, the Board has determined in consideration of the stockholder vote on the frequency proposal at the 2011 Annual Meeting of Stockholders that the Company will seek advisory approval of the Company’s executive compensation every year. As such, the Company’s executive compensation will be considered at the Annual Meeting.

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COMPENSATION AND PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation and Personnel Committee has reviewed and discussed the Compensation Discussion and Analysis (the “CD&A”) for the fiscal year ended April 30, 2013 with management. In reliance on the reviews and discussions with management relating to the CD&A, the Compensation and Personnel Committee has recommended to the Board, and the Board has approved, that the CD&A be included in this Proxy Statement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2013, at all times, all members of the Compensation and Personnel Committee were “independent”, none were employees or former employees of the Company and none had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. None of our executive officers served on the compensation committee or board of directors of another entity whose executive officer(s) served on our Compensation and Personnel Committee or Board.

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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Fiscal Year 2013, 2012 and 2011 Summary Compensation Table

The following table sets forth information with respect to the total compensation paid to or earned by each of the named executive officers in fiscal 2013, 2012 and 2011.

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Fiscal 2013 Grants of Plan-Based Awards

The following table sets forth information with respect to non-equity incentive plan compensation and equity awards granted in fiscal 2013 to the named executive officers, in the case of equity awards, under the 2008 Plan.

Employment Agreements

Certain elements of compensation set forth in the “Summary Compensation Table” and “Grants of Plan-Based Awards Table” reflect the terms of employment or letter agreements entered into between the Company and each of the named executive officers that were in effect as of April 30, 2013.

Gary D. Burnison. We entered into an employment agreement with Mr. Burnison dated April 24, 2007 (the “Burnison Employment Agreement”) pursuant to which Mr. Burnison serves as Chief Executive Officer. Pursuant to the Burnison Employment Agreement, we agreed

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to provide Mr. Burnison with the following annual compensation: (1) an annual base salary of $575,000; (2) participation in the Company’s annual cash incentive plan with an annual target award of 100% of annual base salary and the ability to earn additional amounts up to a maximum cash award of 200% of annual base salary; and (3) subject to approval of the Board, participation in the Company’s equity incentive program, pursuant to which Mr. Burnison was initially eligible to receive (a) a grant of restricted stock with a target grant value of $900,000; (b) an annual award of performance shares with a target grant value of 100% of annual base salary; and (c) an annual grant of restricted stock with a target grant value of 100% of annual base salary.

The Committee increased Mr. Burnison’s base salary from $675,000 to $700,000 effective May 1, 2010 following a temporary salary reduction that was in place from July 1, 2009 through April 30, 2010 at the request of Mr. Burnison as a result of the economic environment at the start of fiscal 2010.

Robert P. Rozek. We entered into an employment agreement (the “Rozek Employment Agreement”) with Robert Rozek as Executive Vice President and Chief Financial Officer of the Company on February 6, 2012, for an initial term ending on April 30, 2015 and thereafter subject to automatic renewal for successive terms of one year unless sooner terminated. Pursuant to the terms of the Rozek Employment Agreement, Mr. Rozek receives an annual base salary of $475,000 and is eligible for an annual target cash incentive award equal to 100% of his annual base salary with the ability to earn additional amounts up to a maximum cash award equal to 200% of his annual base salary. Upon commencement of his employment, Mr. Rozek was entitled to receive a cash-incentive award of no less than $275,000, payable in 12 equal semi-monthly installments, subject to Mr. Rozek’s continued employment. On February 21, 2012, per the terms of the Rozek Employment Agreement, Mr. Rozek received an initial one-time restricted stock unit award (the “Initial RSU Award”) covering a number of shares having a value on the grant date of the award equal to $1,050,003, which will vest in four (4) annual installments from the effective date of grant, in each case subject to Mr. Rozek’s continued employment. Commencing with the completion of fiscal year 2012, Mr. Rozek became eligible to receive (a) a grant of restricted stock or restricted stock units (the “2012 Time-Based Awards”), covering a number of shares having a value on the grant date of the award equal to 50% of his annual base salary, which will vest in four (4) annual installments from the effective date of grant subject to Mr. Rozek’s continued employment; and (b) an award of restricted stock units subject to performance-based vesting criteria (the “2012 Performance-Based Awards”), covering a number of shares with a value on the grant date of the award at target performance equal to 50% of his annual base salary, which will be earned at the end of, and based on the Company’s performance during, a performance period of three (3) years subject to Mr. Rozek’s continued employment.

The terms of the Rozek Employment Agreement required the Company to pay up to $628,000 in order to discharge certain obligations owed to Mr. Rozek’s previous employer, Cushman & Wakefield (“C&W”). Following the commencement of his employment, and in connection with Mr. Rozek’s termination of employment with C&W in order to become employed by the Company, the Company paid the entire $628,000, including a $362,542 payment to Mr. Rozek to reimburse him for amounts he paid to C&W, and a $265,458 payment directly to C&W as an additional amount indicated as due by C&W. If Mr. Rozek voluntarily resigns employment (without good reason) or is terminated for cause in the first three years of his employment with the Company, he will be required to repay to the Company all or a portion of the aggregate $628,000. The amount required to be repaid would equal 100% of this total if resignation or termination occurred in the first year of employment, 66% if it occurs in the second year of employment, and 33% if it occurs in the third year of employment. Pursuant to the Rozek Employment Agreement, Mr. Rozek was also entitled to reimbursement for reasonable relocation expense, including reimbursement of up to $100,000 relating to his home lease in New York and the Company paid for temporary housing in Los Angeles until June 30, 2012.