Menu
Close
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
Help & Features
Download PDF
Downloads
Company Home
Share
Print
Clickable Index
Thumbnails
Accessibility Features
Help
Menu
Zoom In
Zoom Out
Zoom In
Search
Search
Search
Tiles
Tiles
Tiles
Zoom Out
Company Home
|
Accessibility Features
|
Download PDF
|
Print
|
Help
2016 Proxy Statement
{hosting_shortdoctitlestripped}
{doc1_shortdoctitlestripped}
{doc2_shortdoctitlestripped}
{doc3_shortdoctitlestripped}
{doc4_shortdoctitlestripped}
{doc5_shortdoctitlestripped}
{doc6_shortdoctitlestripped}
{doc7_shortdoctitlestripped}
{doc8_shortdoctitlestripped}
{doc9_shortdoctitlestripped}
{doc10_shortdoctitlestripped}
{doc11_shortdoctitlestripped}
{doc12_shortdoctitlestripped}
{doc13_shortdoctitlestripped}
{doc14_shortdoctitlestripped}
{doc15_shortdoctitlestripped}
Tiles
Tiles
Download PDF
Downloads
Downloads
Downloads
Print
Print
Print
Clickable Index
Clickable Index
Thumbnails
Thumbnails
Zoom In
Zoom In
Zoom In
Help
Help
Unpin Menu Bar
Pin Menu Bar
Go to previous page
Go to previous page
Go to previous page
Go to previous page
Go to next page
Go to next page
Go to next page
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
Single Page View
Double Page View
Click a Thumbnail to go directly to that page.
Page 1
Page 2
Page 3
Page 4
Page 5
Page 6
Page 7
Page 8
Page 9
Page 10
Page 11
Page 12
Page 13
Page 14
Page 15
Page 16
Page 17
Page 18
Page 19
Page 20
Page 21
Page 22
Page 23
Page 24
Page 25
Page 26
Page 27
Page 28
Page 29
Page 30
Page 31
Page 32
Page 33
Page 34
Page 35
Page 36
Page 37
Page 38
Page 39
Page 40
Page 41
Page 42
Page 43
Page 44
Page 45
Page 46
Page 47
Page 48
Page 49
Page 50
Page 51
Page 52
Page 53
Page 54
Page 55
Page 56
Page 57
Page 58
Page 59
Page 60
Page 61
Page 62
Page 63
Page 64
Page 65
Page 66
Page 67
Page 68
Page 69
Page 70
Page 71
Page 72
Page 73
Page 74
Page 75
Page 76
Page 77
Page 78
Page 79
Page 80
Page 81
Page 82
Page 83
Page 84
Page 85
Page 86
Page 87
Page 88
Page 89
Page 90
Page 91
Page 92
Page 93
Page 94
Page 95
Page 96
Page 97
Page 98
Page 99
Return to document
...Previous
Continue...
WARNING: JavaScript is disabled.
CLICK HERE
for help.
Click here
for a list of supported browsers.