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2019 Proxy Statement
- 2019 Proxy Statement
- 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
- 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
- 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
- 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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