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2019 Proxy Statement
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Page 69 of 98
2019 Proxy StatementGovernance
Proposal No. 1: Election of Directors- Required Vote- Recommendation of the BoardThe 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 NomineesCorporate 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
CompensationProposal No. 2: Advisory Resolution to Approve Executive Compensation- Recommendation of the BoardCompensation 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 ParticipationCompensation 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 PlanProposal 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 MattersProposal No. 4: Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm- Required Vote- Recommendation of the BoardAudit 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 ProposalsProposal 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 InformationSecurity Ownership of Certain Beneficial Owners and ManagementQuestions and Answers About the Proxy Materials and the Annual MeetingOther 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 AddressAppendix A - Non-GAAP Financial MeasuresAppendix B - Korn Ferry Fourth Amended and Restated 2008 Stock Incentive Plan
2019 Proxy Statement
2019 Proxy StatementTable of ContentsLetter to Fellow StockholdersNotice of 2019 Annual MeetingProxy Summary
GovernanceGovernanceProposal No. 1: Election of Directors- Required Vote- Recommendation of the BoardThe 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 NomineesCorporate 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
CompensationCompensationProposal No. 2: Advisory Resolution to Approve Executive Compensation- Recommendation of the BoardCompensation 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 ParticipationCompensation 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 PlanStock Incentive PlanProposal 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 MattersAudit MattersProposal No. 4: Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm- Required Vote- Recommendation of the BoardAudit 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 ProposalsOther ProposalsProposal 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 InformationGeneral InformationSecurity Ownership of Certain Beneficial Owners and ManagementQuestions and Answers About the Proxy Materials and the Annual MeetingOther 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 AddressAppendix A - Non-GAAP Financial MeasuresAppendix B - Korn Ferry Fourth Amended and Restated 2008 Stock Incentive Plan
Page 69 of 98
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