8-K: Current report filing
Published on September 28, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed by Korn Ferry, a Delaware corporation (the “Company”), on April 17, 2020, the non-employee members of the Board of Directors of the Company (the “Board”) agreed to a pro-rata reduction by 50% of the $85,000 retainer payable for the period from May 1, 2020 through August 31, 2020. As the Company continues to take steps to address the challenging economic environment created by COVID-19, on September 22, 2020, the non-employee members of the Board agreed to extend the 50% reduction of the $85,000 retainer through December 31, 2020.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 23, 2020, at the 2020 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 2021 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, and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2021 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.
| (1) | Election of the eight nominees named in the Proxy Statement to serve on the Board until the 2021 Annual Meeting of Stockholders. |
| Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
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| Doyle N. Beneby | 47,898,708 | 510,927 | 115,279 | 2,834,460 | ||||
| Gary D. Burnison | 48,055,474 | 374,493 | 94,947 | 2,834,460 | ||||
| Christina A. Gold | 48,269,049 | 140,609 | 115,256 | 2,834,460 | ||||
| Jerry P. Leamon | 47,761,431 | 647,573 | 115,910 | 2,834,460 | ||||
| Angel R. Martinez | 48,241,354 | 167,749 | 115,811 | 2,834,460 | ||||
| Debra J. Perry | 45,853,179 | 2,544,296 | 127,439 | 2,834,460 | ||||
| Lori J. Robinson | 47,998,042 | 411,274 | 115,598 | 2,834,460 | ||||
| George T. Shaheen | 47,537,937 | 871,526 | 115,451 | 2,834,460 |
| (2) | Non-binding advisory resolution to approve the Company’s executive compensation. |
| For |
Against |
Abstain |
Broker Non-Votes |
|||
| 46,989,809 | 1,439,848 | 95,257 | 2,834,460 |
| (3) | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2021 fiscal year. |
| For |
Against |
Abstain |
Broker Non-Votes |
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| 50,257,194 | 952,054 | 150,126 | N/A |
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: September 28, 2020 | ||||||
| /s/ Jonathan Kuai |
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| (Signature) | ||||||
| Name: | Jonathan Kuai | |||||
| Title: | General Counsel, Managing Director of Business Affairs, and Corporate Secretary | |||||