Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2020     KORN FERRY (Exact name of registrant as specified in its charter)       Delaware   001-14505   95-2623879 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   1900 Avenue of the Stars , Suite 2600 Los Angeles , California   90067 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: (310) 552-1834 Not Applicable (Former name or former address, if changed since last report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act;   Title of each class   Trading symbol(s)   Name of each exchange on which registered Common Stock, par value $0.01 per share   KFY   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐       Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed by Korn Ferry, a Delaware corporation (the “Company”), on April 17, 2020, the non-employee members of the Board of Directors of the Company (the “Board”) agreed to a pro-rata reduction by 50% of the $85,000 retainer payable for the period from May 1, 2020 through August 31, 2020. As the Company continues to take steps to address the challenging economic environment created by COVID-19, on September 22, 2020, the non-employee members of the Board agreed to extend the 50% reduction of the $85,000 retainer through December 31, 2020.   Item 5.07 Submission of Matters to a Vote of Security Holders. On September 23, 2020, at the 2020 Annual Meeting of Stockholders, stockholders of the Company (i) elected the eight nominees named in the Proxy Statement to serve as directors until the Company’s 2021 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal, (ii) approved a non-binding advisory resolution approving the Company’s executive compensation, and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2021 fiscal year. To the extent applicable, set forth below are the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each such matter.   (1) Election of the eight nominees named in the Proxy Statement to serve on the Board until the 2021 Annual Meeting of Stockholders.   Nominee   For   Against   Abstain   Broker Non-Votes Doyle N. Beneby   47,898,708   510,927   115,279   2,834,460 Gary D. Burnison   48,055,474   374,493   94,947   2,834,460 Christina A. Gold   48,269,049   140,609   115,256   2,834,460 Jerry P. Leamon   47,761,431   647,573   115,910   2,834,460 Angel R. Martinez   48,241,354   167,749   115,811   2,834,460 Debra J. Perry   45,853,179   2,544,296   127,439   2,834,460 Lori J. Robinson   47,998,042   411,274   115,598   2,834,460 George T. Shaheen   47,537,937   871,526   115,451   2,834,460   (2) Non-binding advisory resolution to approve the Company’s executive compensation.   For   Against   Abstain   Broker Non-Votes 46,989,809   1,439,848   95,257   2,834,460   (3) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2021 fiscal year.   For   Against   Abstain   Broker Non-Votes 50,257,194   952,054   150,126   N/A SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.         KORN FERRY       (Registrant) Date: September 28, 2020           /s/ Jonathan Kuai     (Signature)     Name:   Jonathan Kuai     Title:   General Counsel, Managing Director of Business Affairs, and Corporate Secretary