UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e) (2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to ss.240.14a-12

Korn/Ferry International

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
	No fee required.
	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1) Title of each class of securities to which transaction applies:
	(2) Aggregate number of securities to which transaction applies:
	(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4) Proposed maximum aggregate value of transaction:
	(5) Total fee paid:
	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
	(1) Amount Previously Paid:
	(2) Form, Schedule or Registration Statement No.:
	(3) Filing Party:
	(4) Date Filed:

		Notice of 2014 Annual Stockholders’ Meeting and Proxy Statement
		October 1, 2014 8:00 a.m. Pacific Time Hyatt Regency Century Plaza 2025 Avenue of the Stars Los Angeles, CA 90067

1900 Avenue of the Stars, Suite 2600
Los Angeles, California 90067

The Proxy Statement and accompanying Annual Report to Stockholders are available at
www.proxyvote.com.

To the Stockholders:

On October 1, 2014, Korn/Ferry International (the “Company”, “Korn Ferry”, “we”, “its” and “our”) will hold its 2014 Annual Meeting of Stockholders (the “Annual Meeting”) at the Hyatt Regency Century Plaza located at 2025 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 8, 2014 (the “Record Date”) can vote at the Annual Meeting or any adjournments or postponements thereof. The purposes of the Annual Meeting are to:

The Board unanimously recommends that you vote your shares: “FOR” each of the above proposals.

On or about August 22, 2014, 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 2014 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,
	August 22, 2014 Los Angeles, California
		Peter L. Dunn
		Corporate Secretary and General Counsel

This page intentionally left blank.

	1900 Avenue of the Stars, Suite 2600 Los Angeles, California 90067

Dear Stockholders:

The Board of Directors of Korn/Ferry International (“Korn Ferry”, “our” and “we”) is committed to creating value for our stockholders. In our oversight, we seek to create this value and achieve success through effective business strategies, performance-aligned compensation programs, thoughtful risk management and attracting and retaining the best human capital. We believe in setting the tone at the top and are committed to helping create a culture which promotes and rewards performance achieved through honesty, inclusion and unparalleled service to our clients.

Fiscal year 2014 marked another year of strong performance for Korn Ferry. Complimenting this performance is our organization’s commitment to corporate governance. We maintain a board of directors that consists, with the exception of our Chief Executive Officer, Mr. Gary Burnison, entirely of independent directors and is led by an independent non-executive Chair. We recently amended our Certificate of Incorporation to eliminate our classified board structure and to provide for annual elections of directors. Further, the Board has determined that in advance of the 2015 Annual Meeting of Stockholders it will amend the Company’s governing documents to provide that director nominees are elected using a majority voting standard in uncontested director elections. We also undertook a significant enhancement of our Proxy Statement this year in an effort to present information in a clearer and more accessible manner. We hope stockholders will appreciate these efforts.

It is my pleasure to invite you to attend the 2014 Annual Meeting of Stockholders of Korn Ferry. The Annual Meeting will be held on October 1, 2014 at 8:00 a.m. Pacific time at the Hyatt Regency Century Plaza located at 2025 Avenue of the Stars, Los Angeles, California 90067.

Your vote is very important. I encourage you to vote promptly by proxy even if you plan to attend this year’s meeting in person. On behalf of the Board of Directors, I respectfully request your support for each of the proposals included in our Proxy Statement.

Thank you for your investment and support of Korn Ferry.

Sincerely,

George T. Shaheen

Chair of the Board

August 22, 2014

KORN FERRY - 2014 Proxy Statement    III

Table of Contents

KORN FERRY - 2014 Proxy Statement    IV

KORN FERRY - 2014 Proxy Statement    V

Proxy Summary

 

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

 

Annual Meeting of Stockholders (page 1)

 

•	Date and Time: October 1, 2014 at 8:00 a.m. Pacific time.
•	Place: Hyatt Regency Century Plaza, 2025 Avenue of the Stars, Los Angeles, California 90067.
•	Admission: To be admitted to the 2014 Annual Meeting of Stockholders (the “Annual Meeting”) you must present valid photo identification and, if your shares are held by a bank, broker or other nominee, proof of beneficial ownership of the shares.
•	Eligibility to Vote: You can vote if you were a holder of Korn Ferry’s common stock at the close of business on August 8, 2014.

 

Voting Matters

 

	Board Vote Recommendation	Page Reference (for more detail)
Election of Directors	FOR each Director Nominee	5
Advisory Resolution on Executive Compensation	FOR	17
Ratification of Auditors	FOR	46

 

How to Cast Your Vote (page 2)

 

Stockholders of record can vote by any of the following methods:

 

	Via telephone by calling 1-800-690-6903;
	Via Internet by visiting www.proxyvote.com;
	Via mail (if you received your proxy materials by mail) by signing, dating and mailing the enclosed proxy card; or
	In person, at the Annual Meeting. You must present valid photo identification to be admitted to the Annual Meeting.

•	If you vote via telephone or the Internet, you must vote no later than 11:59 p.m. Eastern time on September 30, 2014. If you return a proxy card by mail, it must be received before the polls close at the Annual Meeting.
•	If your shares are held in the name of a bank, broker or other nominee, you must follow the voting instructions provided to you by your bank, broker or nominee in order for your shares to be voted.

 

Business Highlights

 

(For more detail please see our Annual Report on Form 10-K for the fiscal year ended April 30, 2014)

 

•	Achieved record Fee Revenue of $960M in fiscal 2014.

	–	Representing an 18% increase year over year and the highest annual fee revenue for the Company in its 44 year history.

•	Maintained #1 position as largest search firm among the “Big 5” international search firms.
•	Futurestep secured a record level of new recruitment process outsourcing assignments in fiscal 2014.
•	Improved the Company’s Return on Invested Capital, a metric used in the Company’s annual cash incentive program, by 230 basis points year over year.
•	Delivered significant positive stock price appreciation.

 

 

 

KORN FERRY - 2014 Proxy Statement    VI

KORN FERRY - 2014 Proxy Statement    VII

KORN FERRY - 2014 Proxy Statement    VIII

KORN FERRY - 2014 Proxy Statement    IX

This page intentionally left blank.

Questions and Answers about the Proxy Materials and the Annual Meeting

KORN FERRY - 2014 Proxy Statement    1

KORN FERRY - 2014 Proxy Statement    2

KORN FERRY - 2014 Proxy Statement    3

KORN FERRY - 2014 Proxy Statement    4

Proposal No. 1 Election of Directors

Our stockholders will be asked to consider eight nominees for election to our Board of Directors to serve for a one year term until the 2015 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal.

The names of the eight nominees for director and their current position 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 under the rules of The New York Stock Exchange. 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.

KORN FERRY - 2014 Proxy Statement    5

The Board of Directors

The Company’s Restated Certificate of Incorporation 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. Mr. Schulmeyer will not be standing for re-election at the Annual Meeting. The Company is most grateful for Mr. Schulmeyer’s valuable service to the Company. Christina A. Gold has been nominated for election to fill the vacancy that will arise from Mr. Schulmeyer’s departure from the Board. Upon the recommendation of the Company’s Nominating and Corporate Governance Committee, the Board has nominated the following persons to serve as directors until the 2015 Annual Meeting of Stockholders or their earlier resignation or removal:

Each of the above nominees are independent under The New York Stock Exchange (the “NYSE”) rules, except for Mr. Burnison. If re-elected, Mr. Shaheen will continue to serve as the Company’s independent Chair of the Board.

The Board held five meetings during fiscal 2014. Each of the directors attended at least 75% of the Board meetings and the meetings of committees of which they were members in fiscal 2014. Directors are expected to attend each annual meeting of stockholders. All directors attended the 2013 Annual Meeting of Stockholders in person other than one current director.

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:

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.

KORN FERRY - 2014 Proxy Statement    6

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.”

DIRECTOR TENURE

The Company believes that a variety of tenures on our Board helps to provide an effective mix of deep knowledge and new perspectives.

As of April 30, 2014, the tenure of our Board was as follows:

KORN FERRY - 2014 Proxy Statement    7

		GARY D. BURNISON
		Director Since: 2007 President and Chief Executive Officer	Board Qualifications and Skills: Mr. Burnison’s current service as the President and Chief Executive Officer and formerly as Chief Operating  Officer brings to the Board in-depth knowledge of the Company’s business, operations, employees and strategic opportunities.
	Age: 53 Other Directorships: N/A	Mr. Burnison has served as President and Chief Executive Officer of the Company since July 2007. He was the Executive Vice President and Chief Financial Officer of the Company from March 2002 until June 30, 2007. He also served as Chief Operating Officer of the Company from October 2003 until June 30, 2007. From 1999 to 2001, Mr. Burnison was Principal and Chief Financial Officer of Guidance Solutions and from 1995 to 1999 he served as an executive officer and member of the board of directors of Jefferies and Company, Inc., the principal operating subsidiary of Jefferies Group, Inc. Prior to that, Mr. Burnison was a partner at KPMG Peat Marwick.

		WILLIAM R. FLOYD
		Director Since: 2012 Former Chairman of the Board Buffet Holdings, Inc.	Board Qualifications and Skills: Mr. Floyd’s extensive executive management experience in the service industry and board experiences allow him to bring valuable insight and knowledge to the Board.
	Age: 69 Other Directorships: PT Network, Chairman of the Board of Trustees of Valley Forge Military Academy and College, Board of Overseers at the University of Pennsylvania School of Nursing, and Member of Union League of Philadelphia	Mr. Floyd served as Chairman of the Board of Buffet Holdings, Inc., which through its subsidiaries owns and operates a chain of restaurants in the United States, from June 2009 to July 2012. He has over 30 plus years of experience in service industries, including restaurants, lodging and healthcare. His prior positions include, among others, Chairman and Chief Executive Officer of Physiotherapy Associates (which was formed by the merger of Benchmark Medical, Inc. and Physiotherapy Corporation), the second largest provider of outpatient physical rehabilitation services in the United States, from June 2007 to February 2009; Chairman and Chief Executive Officer of Benchmark Medical, Inc. from November 2006 to June 2007; Chairman and Chief Executive Officer of Beverly Enterprises, Inc. from December 2001 to March 2006 (he joined Beverly Enterprises in April 2000 as President and Chief Operating Officer), President and Chief Executive Officer of Choice Hotels International from October 1996 to May 1998; and various executive positions within PepsiCo Inc.’s restaurant group from December 1989 to September 1996, including as Chief Operating Officer of Kentucky Fried Chicken from August 1994 through July 1995 and as Chief Operating Officer of Taco Bell Corp. from July 1995 until September 1996. Mr. Floyd currently serves on the board of PT Network, a private equity owned physical therapy business, as Chairman of the Board of Trustees of Valley Forge Military Academy and College, is on the Board of Overseers at the University Pennsylvania School of Nursing and a member of the Union League of Philadelphia.

KORN FERRY - 2014 Proxy Statement    8

		CHRISTINA A. GOLD
		New Nominee Former Chief Executive Officer, President and Director of The Western Union Company,	Board Qualifications and Skills: Ms. Gold’s extensive international and domestic business experience, her financial expertise and her prior experience as a chief executive officer allow her to bring valuable insight and knowledge to the Board.
	Age: 66 Other Directorships: ITT Corporation, International Flavors & Fragrances, Inc., New York Life Insurance, and Safe Water Network	From September 2006 until September 2010, Ms. Gold was Chief Executive Officer, President and a director of The Western Union Company, a leading company in global money transfer. Ms. Gold was President of Western Union Financial Services, Inc. and Senior Executive Vice President of First Data Corporation, former parent company of The Western Union Company and provider of electronic commerce and payment solutions, from May 2002 to September 2006. Prior to that, Ms. Gold served as Vice Chairman and Chief Executive Officer of Excel Communications, Inc., a former telecommunications and e-commerce services provider, from October 1999 to May 2002. From 1998 to 1999, Ms. Gold served as President and CEO of Beaconsfield Group, Inc., a direct selling advisory firm that she founded. Prior to founding Beaconsfield Group, Ms. Gold spent 28 years (from 1970 to 1998) with Avon Products, Inc., in a variety of positions, including as Executive Vice President, Global Direct Selling Development, Senior Vice President and President of Avon North America, and Senior Vice President & CEO of Avon Canada. Ms. Gold is currently a director of ITT Corporation, International Flavors & Fragrances, Inc. and New York Life Insurance. From October 2011 to May 2013, Ms. Gold was a director of Exelis, Inc. She also sits on the board of Safe Water Network, a non-profit organization working to develop locally owned, sustainable solutions to provide safe drinking water.

		JERRY P. LEAMON
		Director Since: 2012 Former Managing Director Deloitte & Touche	Board Qualifications and Skills: Mr. Leamon’s financial accounting expertise, extensive global professional services experience, and past and current leadership roles allow him to bring valuable insight and knowledge to the Board.
	Age: 63 Other Directorships: Geller & Company, G3, Americares Foundation, member of University of Cincinnati Foundation and Board, and member of Business Advisory Council of the Carl H. Lindner School of Business	Mr. Leamon was most recently Global Managing Director for Deloitte & Touche having responsibility for all of Deloitte’s businesses at a global level. In a career of almost 40 years, 31 of which as a partner, he held numerous roles of increasing responsibility. Previously, he served as the leader of the tax practice; both in the U.S. and globally, and had responsibility as Global Managing Director for all client programs including industry programs, marketing communication and business development. In addition, he was leader of the M&A practice for more than ten years. Throughout his career he served some of Deloitte’s largest clients. Mr. Leamon serves on a number of advisory boards of privately held companies and non-profit organizations, including Geller & Company, G3 and Americares Foundation. He is also a member of the University of Cincinnati Foundation and Board and serves as a member of the Business Advisory Council of the Carl H. Lindner School of Business. Mr. Leamon is also a certified public accountant.

KORN FERRY - 2014 Proxy Statement    9

		EDWARD D. MILLER
		Director Since: 2002 Former President and Chief Executive Officer AXA Financial, Inc.	Board Qualifications and Skills: Mr. Miller’s executive management, board and committee chair experience allow him to bring valuable insight and specific knowledge to the Board.
	Age: 73 Other Directorships: Chairman of the Board of American Express Centurion Bank, director of Feinstein Institute for Medical Research, trustee of New York City Police Foundation and Phoenix House, and Chairman of the Partnership for New York City’s Security and Risk Management Task Force	Mr. Miller is the former President and Chief Executive Officer of AXA Financial, Inc., where he held such positions from August 1997 through May 2001. During that time, he also served as Chairman and Chief Executive Officer of AXA Financial, Inc.’s principal subsidiary, AXA Client Solutions, and as a director of AXA Financial, Equitable Life, Alliance Capital and Donaldson, Lufkin & Jenrette. He also served as a member of the supervisory board and as a senior advisor to the Chief Executive of AXA Group from June 2001 through April 2003. Prior to joining AXA Financial, Mr. Miller enjoyed a successful 35-year career in banking. Mr. Miller began his banking career at Manufacturers Hanover Trust, where he garnered increasing responsibility and recognition. In 1988, he was named Vice Chairman, a position he held until 1991, when the company merged with Chemical Bank. Three years later, he was elected President. In 1996, upon the merger with Chase Manhattan, he became Senior Vice Chairman. While at Chase, Mr. Miller directed two of the largest financial services combinations in history at the time—the successful mergers of The Chase Manhattan Corporation and Chemical Bank and of Chemical Bank and Manufacturers Hanover Trust. Currently, he is also Chairman of the Board of American Express Centurion Bank, a director of the Feinstein Institute for Medical Research, a trustee of the New York City Police Foundation and Phoenix House Foundation as well as Chairman of the Partnership for New York City’s Security and Risk Management Task Force. Mr. Miller previously served as a director of KeySpan Corporation, American Express Company, and TOPPS Company, Incorporated.

		DEBRA J. PERRY
		Director Since: 2008 Managing Member Perry Consulting LLC	Board Qualifications and Skills: Ms. Perry’s executive management, corporate governance, finance and analytical expertise and her board and committee experiences allow her to bring valuable insight and knowledge to the Board.
	Age: 63 Other Directorships: BofA Funds Series Trust, Sanford C. Bernstein Fund, Inc., PartnerRe Ltd., and member of Executive Committee of the Committee for Economic Development in Washington, D.C.	Ms. Perry currently serves on the boards of directors of two mutual funds, BofA Funds Series Trust (elected June 2011) and the Sanford C. Bernstein Fund, Inc. (elected July 2011). She is a member of the board of PartnerRe, a Bermuda-based reinsurance company (elected June 2013), and is a member of the Executive Committee of the Committee for Economic Development in Washington, D.C. (since September 2012). From 2004 to 2008, Ms. Perry served on the board of directors of MBIA Inc. and from 2004 to 2011 she was a member of the board of directors and chair of the human resources and compensation committee of CNO Financial Group, Inc. She worked at Moody’s Corporation from 1992 to 2004. From 2001 to 2004, Ms. Perry was a senior managing director in the Global Ratings and Research Unit of Moody’s Investors Service, Inc. where she oversaw the Americas Corporate Finance, Leverage Finance and Public Finance departments. From 1999 to 2001, Ms. Perry served as Chief Administrative Officer and Chief Credit Officer, and from 1996 to 1999, she was a group managing director for the Finance, Securities and Insurance Rating Groups of Moody’s Corporation. Ms. Perry has also been a managing member of Perry Consulting LLC, an advisory firm specializing in credit risk management and governance within the financial industry since 2008.

KORN FERRY - 2014 Proxy Statement    10

		GEORGE T. SHAHEEN
		Director Since: 2009 Chairman of the Board	Board Qualifications and Skills: Mr. Shaheen’s executive management, consulting, board and advisory experiences allow him to bring valuable insight and knowledge to the Board.
	Age: 70 Other Directorships: NetApp, 24/7 Customer, Marcus & Millichap, Green Dot Corporation and Strategic Advisory Board of Genstar Capital	Mr. Shaheen was Chief Executive Officer of Siebel Systems, Inc., a CRM software company, which was purchased by Oracle in January 2006, from April 2005 to January 2006. He was Chief Executive Officer and Global Managing Partner of Andersen Consulting, which later became Accenture, from 1989 to 1999. He then became CEO and Chairman of the Board of Webvan Group, Inc. from 1999 to 2001. Mr. Shaheen serves on the boards of NetApp, 24/7 Customer, Marcus & Millichap, and Green Dot Corporation. He also serves on the Strategic Advisory Board of Genstar Capital. He has served as IT Governor of the World Economic Forum, and was a member of the Board of Advisors for the Northwestern University Kellogg Graduate School of Management. He has also served on the Board of Trustees of Bradley University. Mr. Shaheen received a BS degree and a MBA from Bradley University.

		HARRY L. YOU
		Director Since: 2004 Executive Vice President, Office of the Chairman EMC Corporation	Board Qualifications and Skills: Mr. You’s executive management, financial accounting expertise and technology sector experience allow him to bring valuable insight and knowledge to the Board.
	Age: 55 Other Directorships: N/A	Mr. You has served as Executive Vice President, Office of the Chairman, of EMC Corporation, an information infrastructure solutions company, since February 2008. Mr. You was the Chief Executive Officer of BearingPoint, Inc., a management and technology consulting company, from March 2005 until November 2007. Mr. You was the Chief Financial Officer and Executive Vice President of Oracle Corporation from July 2004 through March 2005. From July 2001 through July 2004, Mr. You was the Chief Financial Officer of Accenture Ltd. Prior to that, he was a managing director with Morgan Stanley, a subsidiary of Morgan Stanley & Co., Inc., and Senior Vice President of the General Industrial Group at Lehman Brothers Inc.

KORN FERRY - 2014 Proxy Statement    11

Corporate Governance

The Board oversees the business and affairs of the Company and believes good corporate governance is a critical factor in our continued success. Moreover, our Board believes good corporate governance aligns management and stockholder interests. Through our website, at www.kornferry.com, our stockholders have access to key governing documents such as our Code of Business Conduct, Corporate Governance Guidelines and charters of each committee of the Board. In addition, the Company routinely interacts with its stockholders obtaining stockholder views on various topics. During these conversations throughout the past year, several stockholders asked the Company to consider changing the director election voting standard from plurality voting to majority voting in uncontested director elections. After considering the issue and based on recommendation of the Nominating and Corporate Governance Committee, the Board has determined that in advance of the 2015 Annual Meeting of Stockholders it will amend the Company’s governing documents to provide that director nominees are elected using a majority voting standard in uncontested director elections. The highlights of our corporate governance program are included below:

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 NYSE. The Board has determined that the following directors and director-nominees are “independent” under the independence standards of the NYSE: William R. Floyd, Christina A. Gold, Jerry P. Leamon, Edward D. Miller, Debra J. Perry, Harry L. You, and George T. Shaheen, and that director Gerhard Schulmeyer (who is not standing for reelection at the Meeting) is “independent” under the NYSE standards.

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:

KORN FERRY - 2014 Proxy Statement    12

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, Mr. Shaheen will continue in this role following the Annual Meeting.

All current members of the Board, with the exception of our CEO, Mr. Burnison, are independent. Further all members of our Audit Committee, Compensation and Personnel Committee and Nominating and Corporate Governance Committee are independent.

Director Independence

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. 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 and operational 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 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.

KORN FERRY - 2014 Proxy Statement    13

Assessment of Risk Related to Compensation Programs. During fiscal 2014, the Company completed its annual review of executive and non-executive compensation programs globally, with particular emphasis on incentive compensation plans and programs. Based on this review, 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 named executive officers. 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. On June 11, 2014, the Board approved the following changes to the members of the committees listed in the table below, such changes to become effective immediately following the Annual Meeting: (1) Mr. Leamon will replace Mr. Schulmeyer as a member of and chair of the Compensation and Personnel Committee; and (2) Ms. Perry and Mr. Floyd will replace Mr. Schulmeyer on the Nominating and Corporate Governance Committee. The Board has also approved, subject to her election as a director at the Annual Meeting, the appointment of Ms. Gold to the Compensation and Personnel Committee, effective immediately following the Annual Meeting.

Name	Audit	Compensation and Personnel	Nominating and Corporate Governance
William R. Floyd
Jerry P. Leamon
Edward D. Miller
Gerhard Schulmeyer
George T. Shaheen
Debra J. Perry
Harry L. You

 Chairperson    Member

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 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 twelve times in fiscal 2014. 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 Investor Relations webpage in the section of the About Us webpage and in

KORN FERRY - 2014 Proxy Statement    14

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 2014. 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 Investor Relations webpage in 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.

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. The Nominating and Corporate Governance Committee, with the assistance of the Company’s executive search business, identified and recommended to the Board that Christina A. Gold be nominated as a director in this Proxy Statement to serve as a director until the 2015 Annual Meeting of Stockholders. 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 2014. 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 Investor Relations webpage in 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 Investor Relations webpage in 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.

KORN FERRY - 2014 Proxy Statement    15

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 Investor Relations webpage in 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.

KORN FERRY - 2014 Proxy Statement    16

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 2014 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. Taking into account the advisory vote of stockholders regarding the frequency of future advisory votes to approve executive compensation at our 2011 Annual Meeting of Stockholders, the Board’s current policy is to include an advisory resolution regarding approval of the compensation of our named executive officers annually. Accordingly, unless the Board modifies its policy on the frequency of future votes, the next advisory vote to approve our executive compensation will occur at the 2015 Annual Meeting of Stockholders.

Recommendation of the Board

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

KORN FERRY - 2014 Proxy Statement    17

Compensation Discussion and Analysis

EXECUTIVE SUMMARY: FOCUS ON PAY-FOR-PERFORMANCE

Our executive compensation program is designed to align the interest of our named executive officers with the interest of our stockholders by rewarding the named executive officers for effectively building stockholder value. We believe this value can be seen through the achievement of both long-term total stockholder return and short-term strategy execution and financial goals. Despite the continued uncertainty in the global economic environment, the Company improved its financial and operating performance during fiscal 2014. Consistent with the Company’s policy of tying annual cash and equity-based incentives to the performance of the Company, the awards to the named executive officers for fiscal 2014 reflect the Company’s performance.

This Compensation Discussion and Analysis section provides a detailed description of our compensation philosophy, practices and the factors and process used in making compensation decisions with respect to our fiscal 2014 named executive officers, namely:

Selected Performance Highlights

The Company improved its financial and operating performance during fiscal 2014. Below are a few performance highlights:

The following charts graphically display the Company’s performance on three important performance metrics (each used as a metric for the Company’s fiscal 2014 annual cash incentive program) for the last three fiscal years: Fee Revenue, Earnings Per Share (as described on pg 25), and Average Executive Search Fee

Free Revenue (in $ millions)

Average Fee (in $ 000’s)

EPS

* For FY ’12 and ‘13, the Company used EPS adjusted to exclude the effects of restructuring charges and integration/acquisition costs (both on an after tax basis).

KORN FERRY - 2014 Proxy Statement    18

Stockholder Value Delivered

For fiscal year 2014, the Company delivered the top total stockholder return within our peer group (calculated in accordance with the TSR Units, as defined herein).

The Company has delivered positive returns to our stockholders in the long and short term. Over the past five years the Company has achieved consistent and sustained performance as demonstrated by the graphic below:

In addition, the chart below illustrates the return on $100 invested on April 30, 2009 (including reinvestment of dividends) in our stock compared with the same investment in the S&P 500 index and the Company’s fiscal year 2014 peer group over the same five year period.

Copyright© 2014 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

KORN FERRY - 2014 Proxy Statement    19

Alignment of Performance and Compensation

The Board’s Compensation and Personnel Committee (“Committee”) believes that with a strong pay-for–performance philosophy, the Company’s executive compensation will be aligned with the long-term value that our stockholders’ desire. As described in more detail below, the Committee utilizes a number of components to facilitate and achieve its philosophy including:

KORN FERRY - 2014 Proxy Statement    20

Stockholder Engagement and Consideration of Last Year’s Say on Pay Vote

Korn Ferry routinely interacts with its stockholders to obtain stockholder views on various topics from our company strategy to capital allocation. At our most recent Annual Meeting of Stockholders, held on September 26, 2013, the compensation of our named executive officers was approved by 68% of the votes cast in person or by proxy. While such vote conveyed continued affirmative support of our executive compensation program, it also reflected a decline in support relative to the previous two years’ advisory votes. The Board, the Committee and Senior Management gave significant consideration and weight to this outcome in this year’s compensation setting process.

In fiscal year 2014, the Committee reached out to stockholders which we believe collectively beneficially owned approximately 41% of the Company’s outstanding common stock, and meetings were held with stockholders which we believe collectively beneficially owned approximately 19% of the Company’s outstanding common stock. All of these meetings were attended by the Chair of the Committee, Mr. Schulmeyer, Mr. You, a member of the Board and a representative from the Committee’s independent advisor, Frederic W. Cook & Co. During the meetings stockholders expressed a number of views including a desire for enhanced disclosures in the Company’s CD&A (particularly around the strategy execution key performance indicators (KPIs)). Stockholders in these meetings generally had a positive view of the Company’s overall strategy of expanding its service offerings and conveyed an understanding of the difficulty of achieving and executing that strategy while continuing to grow and focus on the Company’s core executive recruitment segment. These stockholders were supportive of the Committee’s use of strategy execution KPIs to incentivize the achievement of the Company’s strategy through tailored metrics that measure the strategy execution.

The Committee also met with ISS to solicit its perspective on the Company’s executive compensation practices. The Committee and the Company will continue to engage our stockholders this year and in future years and consider their input in all facets of our business, including executive compensation.

Other Best Practice Highlights:

KORN FERRY - 2014 Proxy Statement    21

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 design, build and attract 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 approximately 432 Executive Recruitment, 127 LTC and 87 Futurestep consultants who are primarily responsible for client services and who are 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 attracting, retaining and properly rewarding the right candidates for their contributions.

The Committee is diligent about establishing an executive compensation program offering competitive total direct compensation opportunities, which are aligned to stockholder return through established performance criteria grounded in the Company’s Strategic Plan and Annual Operating Plan (“AOP”).

The Committee is guided by the following principles in establishing and assessing compensation programs and policies for the named executive officers:

CEO Fiscal Year 2014 Compensation:

Our Percentile Ranking Versus Peers

KORN FERRY - 2014 Proxy Statement    22

Our Process: From Strategy to Compensation Related Metrics

The process begins at an annual off-site meeting where the Company reviews with the Board its Strategic Plan (including goals and objectives). As part of the Strategic Plan, the Company establishes a strategy execution framework (“SEF”) to drive performance and achievement of its strategic goals. That framework is represented by the five pillars below; each of which is comprised of detailed activities which, when executed, are designed to drive financial performance goals set within the Company’s Strategic Plan:

In setting the financial goals that underlie the Strategic Plan, the Company considers a number of internal and external factors such as revenue growth in excess of GDP expectations, projected macro-economic data such as employment trends and forecasted GDP in the countries where the Company has significant operations, market expectations for revenue and growth for recruiting and staffing industry public companies, recent and expected levels of new business activity, increased productivity of fee earners, focus on increasing Executive Recruitment Futurestep and LTC collaboration efforts, and leveraging the executive search relationships to drive cross line-of-business revenue growth. Then, during an end of fiscal year process, the Board approves an AOP for the upcoming fiscal year. For the named executive officers, the Committee establishes annual bonus plan targets with financial and strategy execution metrics that are derived from the SEF and AOP as follows:

Such financial targets and strategy execution KPIs form the basis for each named executive officer’s annual cash incentives and are tracked and measured during the course of the year; with the year-end results reported into the Committee for consideration in determining year-end annual cash bonus awards.

Use of Independent Advisor

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.

KORN FERRY - 2014 Proxy Statement    23

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 direct 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 peer 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 compensation consultant with regard to the market for senior management positions.

During fiscal 2014, 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 Committee reviews the peer group on an annual basis. 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 2014 generally fell within this range and are generally intended to be within the 25^th to 75^th percentile of the range.

The chart to the right illustrates our CEO’s compensation versus our peer group. For fiscal year 2014, the Company’s CEO’s base salary and total target cash opportunity was below the peer group median, while the target value of annual long-term incentives was above median. The Committee believes that the use of a significant portion of annual long term incentive awards supports its philosophy of and commitment to aligning the interests of our CEO with the interest of our stockholders. In addition, in fiscal year 2014, 100% of the annual long term incentive awards granted to the CEO were in the form of performance based equity awards.

CEO Fiscal Year 2014 Compensation:

Percentile Ranking Versus Peers

KORN FERRY - 2014 Proxy Statement    24

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 2014. Please see section entitled “Employment Agreements” beginning on page 31 for a discussion of changes made in fiscal year 2015 and prior to the date of this proxy statement.

Annual Cash Incentives

Annual cash incentives are intended to motivate and reward named executive officers for achieving financial and strategy execution goals over a one-year period. The Committee determines annual cash incentive amounts based upon a number of factors including financial goals, strategy execution objectives, competitive data, and individual performance, as described in more detail below. While the Committee does take into consideration performance against these 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 Mr. Mulrooney and Mr. Heckman, the aforementioned factors are used to determine each of their aggregate incentive amounts which is then allocated among an annual cash incentive award and long-term incentive awards.

Our Metrics: Measuring Performance

As discussed earlier in the section entitled “Our Process: From Strategy to Compensation Related Metrics”, the Committee, using the Company’s strategic plan, SEF and AOP as a basis, sets performance metrics and associated targets for our named executive officers. These performance metrics typically are separated into two categories: financial metrics and strategy execution KPIs.

For fiscal year 2014, the Committee selected the following financial performance metrics:

KORN FERRY - 2014 Proxy Statement    25

Strategy execution KPIs constitute the other group of performance metrics. Grounded in the Company’s Strategic plan, SEF and AOP, the inclusion and use of these KPIs are designed with the intent of aligning compensation with the achievement of the Company’s strategic long-term goals, namely efforts to expand its service offerings. While these KPIs are strategic in nature, each KPI does have metrics and measurements assigned to each; some of which tied back to specific financial metrics.

The Board, Committee and Company believe they have set targets with appropriate rigor. In each applicable instance the fiscal year 2014 target represents an increase from both the fiscal year 2013 target and the fiscal year 2013 actual result. For instance, the Fee Revenue target for fiscal year 2014 represents an increase of $122 million in Fee Revenue (or a 15% increase from the fiscal year 2013 actual performance).

Given stockholder feedback expressing a desire for additional disclosures regarding our metrics and balancing competitive harm concerns, the Company has undertaken enhanced disclosures throughout this proxy statement. As part of those efforts, the table below discusses target and actual results for fiscal year 2013 and fiscal year 2014.

KORN FERRY - 2014 Proxy Statement    26

Determinations and Results:

After the end of the fiscal year the Committee evaluated each named executive officer’s achievements against the financial and strategy execution targets. Notwithstanding the structure outlined above, the Committee retained its ability to evaluate achievement against the factors as it deemed most appropriate.

For fiscal year 2014, the weightings and results for our named executive officers were as follows:

In keeping with our efforts to reflect stockholder feedback, the table above incorporates enhanced disclosure with either actual results or relative results to target. For competitive advantage and confidentiality reasons, we do not disclose the target and actual results for all our strategy execution KPIs. However, when the goals were established the financial metrics and the strategy execution KPIs were considered challenging to achieve given the continuing uncertain economic environment.

Consistent with past practice, in determining annual incentive amounts for fiscal 2014, the Committee reviewed a number of factors in addition to the goals described above, including competitive data and individual performance. In assessing performance against the Company’s performance goals, the Committee noted the Company’s performance during fiscal year 2014, including the achievements discussed in the section above entitled “Selected Performance Highlights”. The Committee also noted the performance of each named executive officer including the following:

KORN FERRY - 2014 Proxy Statement    27

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. Per his recently updated employment agreement, Mr. Mulrooney had a target of $650,000 for his annual cash and long-term incentives, in the aggregate. Mr. Heckman had a target of $400,000 for his annual cash and long-term incentives, in the aggregate. Further, pursuant to his offer letter and based upon arm’s-length negotiation of such agreement at the time of his initial hire, for fiscal year 2014, Mr. Heckman was 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-$1,303,650 and Mr. Rozek-$884,620 (which amounts represents 186.2% of their respective target bonuses for the year). This amount reflects their performance against the financial metrics and strategy execution KPIs targets established at the beginning of the fiscal year.

In accordance with the design of the annual incentive program, the results are aligned with the financial performance and stockholder value created during the fiscal year, including: (1) the Company’s stock price appreciation from $16.55 on April 30, 2013 to $29.05 on April 30, 2014, and (2) the Company’s first place TSR performance for fiscal year 2014 relative to our peer group.

The Committee reviewed performance against the financial performance goals and strategy execution objectives described above in determining a total dollar value for Mr. Heckman’s 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 2015 as an annual cash incentive (Mr. Mulrooney $722,643 and Mr. Heckman $400,000) and a portion of this value (Mr. Heckman $290,955 and Mr. Mulrooney $400,137) was granted to the executive in the form of long-term incentive awards in fiscal 2015, as described further below.

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, and historic grants. The various factors are not given specific weights; the Committee retains discretion to consider items as it deems appropriate.

In fiscal 2014 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 entirely in performance restricted stock units (discussed in further detail below). 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 2014 our Chief Financial Officer received annual equity grants with a target grant value equal to his base salary, paid entirely in performance restricted stock units (discussed in further detail below).

As described above, Mr. Mulrooney had an aggregate target of $650,000 for his target annual cash and long-term incentives, and Mr. Heckman had an aggregate target of $400,000 for his target annual cash and long-term incentives. When determining the allocation between cash and long-term equity incentives with respect to 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 2014, the payout of the performance awards granted in 2011 for which the three-year performance period ended in fiscal 2014, and the equity grants made during fiscal 2015.

Fiscal Year 2014 Awards

In fiscal year 2014 the equity awards granted to Mr. Burnison and Mr. Rozek were entirely comprised of performance-based awards. Unlike in previous years, Mr. Burnison and Mr. Rozek did not receive any time-based restricted stock awards, and instead received two different types of performance restricted stock units:

In addition, Mr. Mulrooney received a time-based restricted stock award as described below and received an award of LTC/FS Units. Mr. Heckman did not receive any such awards in fiscal year 2014, as he had been with the Company for only a small portion of the 2013 fiscal year and had received a restricted stock award in January 2013 upon his hire. Awards in recognition of 2014 are awarded in fiscal year 2015.

KORN FERRY - 2014 Proxy Statement    28

Performance-Based Equity: LTC/FS Units

Mr. Burnison was awarded LTC/FS Units with a target amount of 35,640 units, a maximum amount of 71,280 units, and a minimum amount of zero. Messrs. Rozek and Mulrooney were awarded LTC/FS Units with a target amount of 12,090 units and 6,790 units, respectively, a maximum amount of 24,180 units and 13,580 units, respectively, and a minimum amount of zero.

Up to 200% of the target number of LTC/FS Units granted are eligible to vest on the third anniversary of the grant date, subject to performance against LTC and Futurestep Revenue and EBITDA Margin CAGR targets for each of the three years in the performance period. For each of the three years in the performance period, the LTC Revenue and EBITDA Margin CAGR targets will each have a weighting of 30% and the Futurestep Revenue and EBITDA Margin CAGR targets will each have a weighing of 20%. In the first year of the performance period, subject to actual performance, up to 150% of one-third of the target number of units are eligible to be earned. Likewise, in the second year of the performance period, subject to actual performance, up to 150% of two-thirds of the target number of units are eligible to be earned, less units earned in the first year. Finally, in the third year of the performance period, subject to actual performance, up to 200% of the target number of units are eligible to be earned, less units earned in the first two years. All of the earned units are settled upon vesting on the third anniversary of the date such grant was approved.

The performance metrics were selected to underscore the Company’s commitment to its diversified service offering strategy with the specific targets based upon and derived from the Company’s strategic plan. For competitive advantage and competitive harm concerns, we do not disclose the specific targets or actual results. However, when the goals were established the Committee considered the achievement of these targets to be difficult in light of the uncertain economic environment. The Company’s performance during the first year of the three year performance period, resulted in 118.6% of one-third of the target number of units earned, subject to vesting upon the third anniversary of the grant date.

Performance-Based Equity: Relative TSR Units

Mr. Burnison was awarded Relative TSR Units with a target amount of 36,050 units, a maximum amount of 72,100 units, and a minimum amount of zero. These Relative TSR Units have a three-year performance period after which the number of units that vest may range from 0-72,100, depending upon the Company’s TSR over the three-year performance period relative to the fiscal 2014 peer group of companies listed above. Such units are subject to full forfeiture and will only vest if the Company meets certain performance targets at the end of three years from the grant date. If the Company’s TSR is less than zero, then the payouts will be modified to reduce the percentage of the target.

Relative TSR Units were also granted to Mr. Rozek, with a target amount of 12,230 units (maximum of 24,460 units and minimum of zero).

The table below outlines the vesting of the Relative TSR Units granted in fiscal 2014 resulting from the Company’s TSR over the three-year performance period relative to the TSR of the fiscal 2014 peer group.

KORN FERRY - 2014 Proxy Statement    29

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

Relative TSR Units for the Three-Year Performance Cycle Ending April 30, 2014

April 30, 2014 marked the end of the three-year performance cycle for the performance-based restricted stock units granted to Mr. Burnison and Mr. Mulrooney for fiscal 2011. Based upon the Company’s relative total stockholder return over the three-year performance period, 110% of the award (i.e. 33,900 and 4,840 shares, respectively) vested. None of the Company’s other NEOs were employees in fiscal 2011 and accordingly did not receive performance-based restricted stock units in fiscal 2011.

Fiscal Year 2015 Awards

After the close of fiscal 2014 and as will be described in more detail in the proxy statement for fiscal 2015, the Company granted time-based restricted stock and relative TSR Units to the named executive officers. The Committee and Company changed the design of the Relative TSR Unit awards granted in fiscal year 2015. Among the changes were defining performance as a percentile (as opposed to a numerical rank) and setting the target payout at the 60^th percentile ranking. For the fiscal year 2015 grants, each of the NEOs received the following:

KORN FERRY - 2014 Proxy Statement    30

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 (this benefit terminated as of December 31, 2013).

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 2014, 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, Mulrooney (as of June 2014) 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, Rozek and Mulrooney (as of June 2014), 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.

In July of 2014, the Company entered into an amended and restated employment agreement with Mr. Burnison. The amended and restated agreement eliminated the excise tax gross-up payments in connection with Section 280G of the Internal Revenue Code. Accordingly, the Company does not provide any excise tax gross-ups to its executives. As Mr. Burnison’s base salary was below the 25^th percentile of the Company’s peer group and had not been changed since 2010, his annual base salary was increased to $910,000. Mr. Burnison’s new base salary, together with his target annual bonus (which remains at 100% of base salary), results in his target cash compensation being slightly above median in relation to the Company’s peer group. The amended and restated employment agreement provides that long term incentive awards are to be made in the discretion of the Compensation Committee. Additional changes described below under “Employment Agreements” and “Potential Payments Upon Termination or Change of Control” were made in the amended and restated employment agreement.

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

KORN FERRY - 2014 Proxy Statement    31

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. In addition, such guidelines require non-employee directors to hold three times their annual cash retainer 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. Generally, each named executive officer and non-employee director 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.

Policies Prohibiting Hedging, Speculative Trading and Pledging

The Company has adopted policies prohibiting officers and directors from engaging in speculative transactions (such as puts, calls, short sales) or in any type of hedging transaction (such as zero cost collars and forward sale contracts) in Company securities. Further, directors and officers are expressly prohibited from margining Company securities or pledging Company securities as collateral for a loan.

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 (other than the chief financial officer) 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, with the exception of Mr. Heckman’s guaranteed bonus, for fiscal 2014 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 if the Company had not achieved at least 5.5% ROIC or $0.70 of EPS.

KORN FERRY - 2014 Proxy Statement    32

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, 2014 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 and Personnel Committee

Gerhard Schulmeyer, Chair
William R. Floyd
Edward D. Miller

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2014, 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.

KORN FERRY - 2014 Proxy Statement    33

Compensation of Executive Officers and Directors

Fiscal Year 2014, 2013 and 2012 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 year 2014, 2013 and 2012.

KORN FERRY - 2014 Proxy Statement    34

Fiscal Year 2014 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 year 2014 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, 2014.

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 served as Chief Executive Officer. Pursuant to the Burnison Employment Agreement, we agreed 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.

In July of 2014 the Company entered into an amended and restated employment agreement with Mr. Burnison (the “Amended Burnison Agreement”) which supersedes the Burnison Employment Agreement. In addition to the changes described below under “Potential Payments Upon Termination or Change of Control”, the Amended Burnison Agreement eliminated the excise tax gross-up payment in connection with Section 280G of the Internal Revenue Code. The Amended Burnison Agreement increased Mr. Burnison’s annual base salary to $910,000 and continues to provide for 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 200% of base salary. It provides for Mr. Burnison to receive annual equity awards at the discretion of the Compensation and Personnel Committee of the Company’s Board of Directors, and it does not provide for a specified target grant value for such equity awards.

KORN FERRY - 2014 Proxy Statement    35

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.

Byrne Mulrooney. We entered into a letter agreement with Byrne Mulrooney on March 29, 2010 that was effective April 5, 2010 (the “Mulrooney Letter Agreement”). The Mulrooney Letter Agreement provides for (1) an annual base salary of $300,000; (2) a monthly cash stipend equal to $8,333; (3) an annual target incentive award (cash and long-term equity) with a value of $400,000; and (4) a recommendation by management to the Committee to award Mr. Mulrooney $400,000 of restricted stock, which was granted on April 5, 2010.

After the end of fiscal year 2014, on June 26, 2014, we entered into a letter agreement (the “2014 Mulrooney Letter Agreement”) with Byrne Mulrooney that supersedes his existing Mulrooney Letter Agreement. The 2014 Mulrooney Letter Agreement provides for (1) an annual base salary of $450,000; and (2) an annual target incentive award (cash and long-term equity) with a value of $650,000. In addition, Mr. Mulrooney will continue to be eligible to participate in employee benefit plans, arrangements and programs maintained from time to time by the Company for the benefit of senior executives.

Robert Heckman. We entered into a letter agreement with Robert Heckman on December 4, 2012 (the “Heckman Letter Agreement”). The Heckman Letter Agreement provides for (1) an annual base salary of $400,000; (2) an annual target incentive award (cash and long-term equity) with a target value of $400,000; (3) for fiscal 2013,a minimum guaranteed cash bonus award of $66,667; (4) for fiscal 2014, a minimum guaranteed cash bonus award of $200,000; and (6) a sign-on equity award of $400,000 of restricted stock, which was granted on January 4, 2013.

KORN FERRY - 2014 Proxy Statement    36

Fiscal Year 2014 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information with respect to options to purchase shares of the Company’s common stock, restricted stock and restricted stock unit grants to the named executive officers outstanding as of April 30, 2014.