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2016 Proxy Statement
Table of Contents
Letter to Fellow Stockholders
Notice of 2016 Annual Meeting
Proxy Summary
Governance
Proposal No. 1: Election of Directors
- Required Vote
- Recommendation of the Board
The Board of Directors
- Director Qualifications
- Board Diversity
- Director Tenure
- Background Information Regarding Director Nominees
Corporate Governance
- Director Independence
- Board Leadership Structure
- Board's Oversight of Enterprise Risk and Risk Management
- Board Committees
- Code of Business Conduct and Ethics
- Corporate Governance Guidelines
Total Approach to Talent
Compensation
Proposal No. 2: Advisory Resolution on Executive Compensation
- Recommendation of the Board
Compensation Discussion and Analysis
- Executive Summary: Focus on Pay-for-Performance
- Executive Compensation Philosophy and Oversight
- Our Process: From Strategy to Compensation-Related Metrics
- Elements of Compensation & Compensation Decisions and Actions
- Other Compensation Elements
- Other Policies
- Compensation and Personnel Committee Report on Executive Compensation
- Compensation Committee Interlocks and Insider Participation
Compensation of Executive Officers and Directors
- Fiscal Year 2016, 2015 and 2014 Summary Compensation Table
- Fiscal Year 2016 Grants of Plan-Based Awards
- Employment Agreements
- Fiscal Year 2016 Outstanding Equity Awards at Fiscal Year-End
- Stock Vested in Fiscal Year 2016
- Fiscal Year 2016 Pension Benefits
- Fiscal Year 2016 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change of Control
- Fiscal Year 2016 Compensation of Directors
Stock Incentive Plan
Proposal No. 3: Approval of Third Amended and Restated 2008 Stock Incentive Plan
- Reasons for the Proposal
- Key Data
- Promotion of Good Corporate Governance Practices
- Section 162(m) of the Code
- Plan Summary
- U.S. Federal Income Tax Consequences
- New Plan Benefits
- Vote Required
- Recommendation of the Board
- Equity Compensation Plan Information
Audit Matters
Proposal No. 4: Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm
- Required Vote
- Recommendation of the Board
Audit Committee Matters
- Fees Paid to Ernst & Young LLP
- Recommendation to Appoint Ernst & Young LLP as Independent Registered Public Accounting Firm
- Audit Committee Pre-Approval Policies and Procedures
- Report of the Audit Committee
General Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Proxy Materials and the Annual Meeting
Other Matters
- Certain Relationships and Related Transactions
- Related Person Transaction Approval Policy
- Section 16(a) Beneficial Ownership Reporting Compliance
- Annual Report to Stockholders
- Communications with Directors
- Submission of Stockholder Proposals for Consideration at the 2017 Annual Meeting
- Stockholders Sharing an Address
Appendix A - Korn/Ferry International Third Amended and Restated 2008 Stock Incentive Plan
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2016 Proxy Statement
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Page 81 of 99
2016 Proxy Statement
Table of Contents
Letter to Fellow Stockholders
Notice of 2016 Annual Meeting
Proxy Summary
Governance
Proposal No. 1: Election of Directors
- Required Vote
- Recommendation of the Board
The Board of Directors
- Director Qualifications
- Board Diversity
- Director Tenure
- Background Information Regarding Director Nominees
Corporate Governance
- Director Independence
- Board Leadership Structure
- Board's Oversight of Enterprise Risk and Risk Management
- Board Committees
- Code of Business Conduct and Ethics
- Corporate Governance Guidelines
Total Approach to Talent
Compensation
Proposal No. 2: Advisory Resolution on Executive Compensation
- Recommendation of the Board
Compensation Discussion and Analysis
- Executive Summary: Focus on Pay-for-Performance
- Executive Compensation Philosophy and Oversight
- Our Process: From Strategy to Compensation-Related Metrics
- Elements of Compensation & Compensation Decisions and Actions
- Other Compensation Elements
- Other Policies
- Compensation and Personnel Committee Report on Executive Compensation
- Compensation Committee Interlocks and Insider Participation
Compensation of Executive Officers and Directors
- Fiscal Year 2016, 2015 and 2014 Summary Compensation Table
- Fiscal Year 2016 Grants of Plan-Based Awards
- Employment Agreements
- Fiscal Year 2016 Outstanding Equity Awards at Fiscal Year-End
- Stock Vested in Fiscal Year 2016
- Fiscal Year 2016 Pension Benefits
- Fiscal Year 2016 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change of Control
- Fiscal Year 2016 Compensation of Directors
Stock Incentive Plan
Proposal No. 3: Approval of Third Amended and Restated 2008 Stock Incentive Plan
- Reasons for the Proposal
- Key Data
- Promotion of Good Corporate Governance Practices
- Section 162(m) of the Code
- Plan Summary
- U.S. Federal Income Tax Consequences
- New Plan Benefits
- Vote Required
- Recommendation of the Board
- Equity Compensation Plan Information
Audit Matters
Proposal No. 4: Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm
- Required Vote
- Recommendation of the Board
Audit Committee Matters
- Fees Paid to Ernst & Young LLP
- Recommendation to Appoint Ernst & Young LLP as Independent Registered Public Accounting Firm
- Audit Committee Pre-Approval Policies and Procedures
- Report of the Audit Committee
General Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Proxy Materials and the Annual Meeting
Other Matters
- Certain Relationships and Related Transactions
- Related Person Transaction Approval Policy
- Section 16(a) Beneficial Ownership Reporting Compliance
- Annual Report to Stockholders
- Communications with Directors
- Submission of Stockholder Proposals for Consideration at the 2017 Annual Meeting
- Stockholders Sharing an Address
Appendix A - Korn/Ferry International Third Amended and Restated 2008 Stock Incentive Plan
2016 Proxy Statement
2016 Proxy Statement
Table of Contents
Letter to Fellow Stockholders
Notice of 2016 Annual Meeting
Proxy Summary
Governance
Governance
Proposal No. 1: Election of Directors
- Required Vote
- Recommendation of the Board
The Board of Directors
- Director Qualifications
- Board Diversity
- Director Tenure
- Background Information Regarding Director Nominees
Corporate Governance
- Director Independence
- Board Leadership Structure
- Board's Oversight of Enterprise Risk and Risk Management
- Board Committees
- Code of Business Conduct and Ethics
- Corporate Governance Guidelines
Total Approach to Talent
Compensation
Compensation
Proposal No. 2: Advisory Resolution on Executive Compensation
- Recommendation of the Board
Compensation Discussion and Analysis
- Executive Summary: Focus on Pay-for-Performance
- Executive Compensation Philosophy and Oversight
- Our Process: From Strategy to Compensation-Related Metrics
- Elements of Compensation & Compensation Decisions and Actions
- Other Compensation Elements
- Other Policies
- Compensation and Personnel Committee Report on Executive Compensation
- Compensation Committee Interlocks and Insider Participation
Compensation of Executive Officers and Directors
- Fiscal Year 2016, 2015 and 2014 Summary Compensation Table
- Fiscal Year 2016 Grants of Plan-Based Awards
- Employment Agreements
- Fiscal Year 2016 Outstanding Equity Awards at Fiscal Year-End
- Stock Vested in Fiscal Year 2016
- Fiscal Year 2016 Pension Benefits
- Fiscal Year 2016 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change of Control
- Fiscal Year 2016 Compensation of Directors
Stock Incentive Plan
Stock Incentive Plan
Proposal No. 3: Approval of Third Amended and Restated 2008 Stock Incentive Plan
- Reasons for the Proposal
- Key Data
- Promotion of Good Corporate Governance Practices
- Section 162(m) of the Code
- Plan Summary
- U.S. Federal Income Tax Consequences
- New Plan Benefits
- Vote Required
- Recommendation of the Board
- Equity Compensation Plan Information
Audit Matters
Audit Matters
Proposal No. 4: Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm
- Required Vote
- Recommendation of the Board
Audit Committee Matters
- Fees Paid to Ernst & Young LLP
- Recommendation to Appoint Ernst & Young LLP as Independent Registered Public Accounting Firm
- Audit Committee Pre-Approval Policies and Procedures
- Report of the Audit Committee
General Information
General Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Proxy Materials and the Annual Meeting
Other Matters
- Certain Relationships and Related Transactions
- Related Person Transaction Approval Policy
- Section 16(a) Beneficial Ownership Reporting Compliance
- Annual Report to Stockholders
- Communications with Directors
- Submission of Stockholder Proposals for Consideration at the 2017 Annual Meeting
- Stockholders Sharing an Address
Appendix A - Korn/Ferry International Third Amended and Restated 2008 Stock Incentive Plan
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