8-K: Current report filing
Published on October 1, 2021
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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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):
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Securities registered pursuant to Section 12(b) of the Act;
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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 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 29, 2021, at the 2021 Annual Meeting of Stockholders, stockholders of Korn Ferry (the “Company”) (i) elected the nine nominees named in the Proxy Statement to serve as directors until the Company’s 2022 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal, (ii) did not approve 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 2022 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 nine nominees named in the Proxy Statement to serve on the Board until the 2022 Annual Meeting of Stockholders. |
| Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
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| Doyle N. Beneby | 48,990,635 | 971,532 | 27,923 | 1,961,927 | ||||
| Laura M. Bishop | 49,943,515 | 19,693 | 26,882 | 1,961,927 | ||||
| Gary D. Burnison | 49,786,571 | 186,732 | 16,787 | 1,961,927 | ||||
| Christina A. Gold | 49,941,751 | 20,741 | 27,598 | 1,961,927 | ||||
| Jerry P. Leamon | 39,769,771 | 10,198,084 | 22,235 | 1,961,927 | ||||
| Angel R. Martinez | 49,780,751 | 182,398 | 26,941 | 1,961,927 | ||||
| Debra J. Perry | 48,655,820 | 1,307,795 | 26,475 | 1,961,927 | ||||
| Lori J. Robinson | 49,048,578 | 913,694 | 27,818 | 1,961,927 | ||||
| George T. Shaheen | 48,351,505 | 1,596,810 | 41,775 | 1,961,927 |
| (2) | Non-binding advisory resolution to approve the Company’s executive compensation. |
| For |
Against |
Abstain |
Broker Non-Votes |
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| 15,659,874 | 33,917,039 | 413,177 | 1,961,927 |
| (3) | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2022 fiscal year. |
| For |
Against |
Abstain |
Broker Non-Votes |
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| 50,588,071 | 1,314,558 | 49,388 | 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: October 1, 2021 | ||||||
| /s/ Jonathan Kuai |
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| (Signature) | ||||||
| Name: | Jonathan Kuai | |||||
| Title: | General Counsel, Managing Director of Business Affairs, and Corporate Secretary |
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