8-K: Current report filing
Published on October 7, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 19, 2019, the Board of Directors (the “Board”) of Korn Ferry (the “Company”) unanimously adopted and approved the Fourth Amended and Restated Korn Ferry 2008 Stock Incentive Plan (the “Fourth A&R 2008 Plan”), subject to stockholder approval, to, among other things, decrease the total number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), for stock-based awards by 2,141,807 shares, eliminate the fungible share counting provision and implement a one-year minimum vesting requirement on all award types subject to certain limited exceptions. The Company’s stockholders approved the Fourth A&R 2008 Plan at the 2019 Annual Meeting of Stockholders held on October 3, 2019.
The foregoing description of the terms of the Fourth A&R 2008 Plan is qualified in its entirety by reference to the actual terms of the Fourth A&R 2008 Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2019 Annual Meeting of Stockholders, stockholders of the Company (i) elected the eight nominees named in the Proxy Statement to serve as directors until the Company’s 2020 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal, (ii) approved a non-binding advisory resolution approving the Company’s executive compensation, (iii) approved the Fourth A&R 2008 Plan, (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2020 fiscal year, and (v) did not approve a stockholder’s proposal requesting amendments to allow holders of 10% of outstanding shares to call special stockholder meetings. To the extent applicable, set forth below are the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each such matter.
| (1) | Election of the eight nominees named in the Proxy Statement to serve on the Board of Directors until the 2020 Annual Meeting of Stockholders. |
| Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
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| Doyle N. Beneby |
48,428,013 |
717,180 |
54,605 |
2,768,223 |
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| Gary D. Burnison |
49,072,394 |
98,111 |
29,293 |
2,768,223 |
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| Christina A. Gold |
48,965,360 |
180,448 |
53,990 |
2,768,223 |
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| Len J. Lauer |
49,108,351 |
37,033 |
54,414 |
2,768,223 |
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| Jerry P. Leamon |
48,931,705 |
212,792 |
55,301 |
2,768,223 |
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| Angel R. Martinez |
49,101,406 |
45,031 |
53,361 |
2,768,223 |
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| Debra J. Perry |
48,305,480 |
862,212 |
32,106 |
2,768,223 |
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| Lori J. Robinson |
49,135,883 |
8,598 |
55,317 |
2,768,223 |
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| (2) | Non-binding advisory resolution to approve the Company’s executive compensation. |
| For |
Against |
Abstain |
Broker Non-Votes |
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| 45,969,834 |
3,177,383 |
52,581 |
2,768,223 |
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| (3) | Approval of the Fourth A&R 2008 Plan. |
| For |
Against |
Abstain |
Broker Non-Votes |
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| 47,610,054 |
1,534,190 |
55,554 |
2,768,223 |
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| (4) | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2020 fiscal year. |
| For |
Against |
Abstain |
Broker Non-Votes |
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| 51,250,982 |
699,416 |
17,623 |
N/A |
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| (5) | Stockholder proposal requesting amendments to allow holders of 10% of outstanding shares to call special stockholder meetings. |
| For |
Against |
Abstain |
Broker Non-Votes |
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| 21,453,771 |
27,727,315 |
18,712 |
2,768,223 |
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| Item 8.01 | Other Events. |
On October 4, 2019, the Company issued a press release announcing the election of two new directors at the Company’s 2019 Annual Meeting of Stockholders. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit 10.1 |
Fourth Amended and Restated Korn Ferry 2008 Stock Incentive Plan. | |||
| Exhibit 99.1 |
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| Exhibit 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KORN FERRY | ||||||
| (Registrant) | ||||||
| Date: October 4, 2019 |
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| /s/ Jonathan Kuai | ||||||
| (Signature) | ||||||
| Name: |
Jonathan Kuai | |||||
| Title: |
General Counsel and Corporate Secretary | |||||