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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2020

KORN FERRY

(Exact name of registrant as specified in its charter)

1900 Avenue of the Stars, Suite 2600

Los Angeles, California 90067

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (310) 552-1834

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

(e)

As previously disclosed by Korn Ferry, a Delaware corporation (the “Company”), each of its named executive officers agreed that, effective May 1, 2020, each named executive officer’s base salary would be reduced by 50%. These reductions were originally scheduled to be effective through August 31, 2020. The named executive officers executed amendments to their existing employment agreements and letters, as applicable, formalizing such base salary reductions and acknowledging that such reductions would not trigger any good reason or other constructive termination rights.

As the Company continues to take steps to address the challenging economic environment created by COVID-19, the Company and each of its named executive officers have agreed to extend the reductions in base salary by 50% through December 31, 2020. The named executive officers have executed amendments to their existing employment arrangements documenting this extension. Other than extending the duration of the base salary reductions, the terms and conditions of the executive officers’ existing employment arrangements remain in full force and effect.

The foregoing description of the amendments is qualified in its entirety by reference to the full text of the amendments, which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4.

(d) Exhibits

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.