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2019 Proxy Statement
Table of Contents
Letter to Fellow Stockholders
Notice of 2019 Annual Meeting
Proxy Summary
Governance
Proposal No. 1: Election of Directors
- Required Vote
- Recommendation of the Board
The Board of Directors
- Governance Insights: Environmental, Social and Governance ("ESG") Issues
- Director Qualifications
- Snapshot of Director Nominees
- 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
- Board Refreshment
- Culture of Integrity and Code of Business Conduct and Ethics
- Corporate Governance Guidelines
Compensation
Proposal No. 2: Advisory Resolution to Approve Executive Compensation
- Recommendation of the Board
Compensation Discussion and Analysis
- Executive Summary: Focus on Pay-for-Performance
- Governance Insights: Selection of Performance Metrics
- 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 2019, 2018, and 2017 Summary Compensation Table
- Fiscal Year 2019 Grants of Plan-Based Awards
- Employment Agreements
- Fiscal Year 2019 Outstanding Equity Awards at Fiscal Year-End
- Stock Vested in Fiscal Year 2019
- Fiscal Year 2019 Pension Benefits
- Fiscal Year 2019 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change of Control
- Pay Ratio Disclosure
- Fiscal Year 2019 Compensation of Directors
Stock Incentive Plan
Proposal No. 3: Approval of Fourth Amended and Restated 2008 Stock Incentive Plan
- Executive Summary of Key Changes to the Plan
- Reasons for the Proposal
- Key Data
- Promotion of Good Corporate Governance Practices
- Plan Summary
- U.S. Federal Income Tax Consequences
- New Plan Benefits
- Required Vote
- 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
- Governance Insights: Korn Ferry Achieves ISO Security and Privacy Certifications
- Report of the Audit Committee
Other Proposals
Proposal No. 5: Stockholder Proposal Requesting Amendments to Allow Holders of 10% of Outstanding Shares to Call Special Stockholder Meetings
- Stockholder Proposal
- Board Statement in Opposition
- Recommendation of the Board
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
- Delinquent Section 16(a) Reports
- Annual Report to Stockholders
- Communications with Directors
- Submission of Stockholder Proposals for Consideration at the 2020 Annual Meeting
- Stockholders Sharing an Address
Appendix A - Non-GAAP Financial Measures
Appendix B - Korn Ferry Fourth Amended and Restated 2008 Stock Incentive Plan
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2019 Proxy Statement
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Page 22 of 98
2019 Proxy Statement
Table of Contents
Letter to Fellow Stockholders
Notice of 2019 Annual Meeting
Proxy Summary
Governance
Proposal No. 1: Election of Directors
- Required Vote
- Recommendation of the Board
The Board of Directors
- Governance Insights: Environmental, Social and Governance ("ESG") Issues
- Director Qualifications
- Snapshot of Director Nominees
- 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
- Board Refreshment
- Culture of Integrity and Code of Business Conduct and Ethics
- Corporate Governance Guidelines
Compensation
Proposal No. 2: Advisory Resolution to Approve Executive Compensation
- Recommendation of the Board
Compensation Discussion and Analysis
- Executive Summary: Focus on Pay-for-Performance
- Governance Insights: Selection of Performance Metrics
- 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 2019, 2018, and 2017 Summary Compensation Table
- Fiscal Year 2019 Grants of Plan-Based Awards
- Employment Agreements
- Fiscal Year 2019 Outstanding Equity Awards at Fiscal Year-End
- Stock Vested in Fiscal Year 2019
- Fiscal Year 2019 Pension Benefits
- Fiscal Year 2019 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change of Control
- Pay Ratio Disclosure
- Fiscal Year 2019 Compensation of Directors
Stock Incentive Plan
Proposal No. 3: Approval of Fourth Amended and Restated 2008 Stock Incentive Plan
- Executive Summary of Key Changes to the Plan
- Reasons for the Proposal
- Key Data
- Promotion of Good Corporate Governance Practices
- Plan Summary
- U.S. Federal Income Tax Consequences
- New Plan Benefits
- Required Vote
- 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
- Governance Insights: Korn Ferry Achieves ISO Security and Privacy Certifications
- Report of the Audit Committee
Other Proposals
Proposal No. 5: Stockholder Proposal Requesting Amendments to Allow Holders of 10% of Outstanding Shares to Call Special Stockholder Meetings
- Stockholder Proposal
- Board Statement in Opposition
- Recommendation of the Board
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
- Delinquent Section 16(a) Reports
- Annual Report to Stockholders
- Communications with Directors
- Submission of Stockholder Proposals for Consideration at the 2020 Annual Meeting
- Stockholders Sharing an Address
Appendix A - Non-GAAP Financial Measures
Appendix B - Korn Ferry Fourth Amended and Restated 2008 Stock Incentive Plan
2019 Proxy Statement
2019 Proxy Statement
Table of Contents
Letter to Fellow Stockholders
Notice of 2019 Annual Meeting
Proxy Summary
Governance
Governance
Proposal No. 1: Election of Directors
- Required Vote
- Recommendation of the Board
The Board of Directors
- Governance Insights: Environmental, Social and Governance ("ESG") Issues
- Director Qualifications
- Snapshot of Director Nominees
- 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
- Board Refreshment
- Culture of Integrity and Code of Business Conduct and Ethics
- Corporate Governance Guidelines
Compensation
Compensation
Proposal No. 2: Advisory Resolution to Approve Executive Compensation
- Recommendation of the Board
Compensation Discussion and Analysis
- Executive Summary: Focus on Pay-for-Performance
- Governance Insights: Selection of Performance Metrics
- 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 2019, 2018, and 2017 Summary Compensation Table
- Fiscal Year 2019 Grants of Plan-Based Awards
- Employment Agreements
- Fiscal Year 2019 Outstanding Equity Awards at Fiscal Year-End
- Stock Vested in Fiscal Year 2019
- Fiscal Year 2019 Pension Benefits
- Fiscal Year 2019 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change of Control
- Pay Ratio Disclosure
- Fiscal Year 2019 Compensation of Directors
Stock Incentive Plan
Stock Incentive Plan
Proposal No. 3: Approval of Fourth Amended and Restated 2008 Stock Incentive Plan
- Executive Summary of Key Changes to the Plan
- Reasons for the Proposal
- Key Data
- Promotion of Good Corporate Governance Practices
- Plan Summary
- U.S. Federal Income Tax Consequences
- New Plan Benefits
- Required Vote
- 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
- Governance Insights: Korn Ferry Achieves ISO Security and Privacy Certifications
- Report of the Audit Committee
Other Proposals
Other Proposals
Proposal No. 5: Stockholder Proposal Requesting Amendments to Allow Holders of 10% of Outstanding Shares to Call Special Stockholder Meetings
- Stockholder Proposal
- Board Statement in Opposition
- Recommendation of the Board
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
- Delinquent Section 16(a) Reports
- Annual Report to Stockholders
- Communications with Directors
- Submission of Stockholder Proposals for Consideration at the 2020 Annual Meeting
- Stockholders Sharing an Address
Appendix A - Non-GAAP Financial Measures
Appendix B - Korn Ferry Fourth Amended and Restated 2008 Stock Incentive Plan
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