Korn Ferry shareholders approve 1.4M more award shares

The plan moves the non-employee director compensation limit from an annual share limit to an annual cash limit.

Rhea-AI Filing Summary

Korn Ferry stockholders approved an amended and restated 2022 Stock Incentive Plan that increases shares available for stock-based awards by 1,400,000 shares and extends the plan’s term to September 24, 2036. The Board adopted the amendment on August 4, 2026, subject to stockholder approval. The plan also changes the non-employee director compensation limit from an annual share limit to an annual cash limit and makes administrative changes.

At the September 24, 2026 annual meeting, stockholders elected Doyle N. Beneby, Laura M. Bishop, Gary D. Burnison, Matthew J. Espe, Russell A. Hagey, Jerry P. Leamon, Angel R. Martinez, Lori J. Robinson and Peter A. Shimer as directors. They also approved executive compensation in a non-binding advisory vote and ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2027. The plan received 43,102,365 votes for and 2,155,490 against, with 24,204 abstentions and 2,394,102 broker non-votes.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Additional shares available for stock-based awards: 1,400,000 shares Plan term extended to: September 24, 2036 Votes for the plan: 43,102,365 votes +2 more

5 metrics

Additional shares available for stock-based awards 1,400,000 shares Amended and restated 2022 Stock Incentive Plan

Plan term extended to September 24, 2036 Amended and restated 2022 Stock Incentive Plan

Votes for the plan 43,102,365 votes September 24, 2026 annual meeting

Votes against the plan 2,155,490 votes September 24, 2026 annual meeting

Directors elected 9 directors Terms run until the 2027 annual meeting and successors are duly elected and qualified, subject to earlier death, resignation or removal

Key Terms

stock-based awards, annual cash limit, non-binding advisory resolution, broker non-votes

4 terms

stock-based awards financial

"shares of the Company’s common stock available for stock-based awards"

annual cash limit financial

"expressed in terms of an annual cash limit rather than an annual share limit"

non-binding advisory resolution regulatory

"approved a non-binding advisory resolution approving the Company’s executive compensation"

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

broker non-votes technical

"number of abstentions and broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did KFY stockholders vote on the amended stock incentive plan?

The plan received 43,102,365 votes for and 2,155,490 votes against. There were 24,204 abstentions and 2,394,102 broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 06:04 AM Accepted by SEC EDGAR 09/28/2026 - 09:17 PM Learn about SEC filing dates

false 0000056679 0000056679 2026-09-24 2026-09-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2026

KORN FERRY

(Exact name of registrant as specified in its charter)

Delaware		001-14505		95-2623879
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1900 Avenue of the Stars, Suite 1225 Los Angeles, California		90067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 552-1834

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		KFY		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2026, the Board of Directors (the “Board”) of Korn Ferry (the “Company”) unanimously adopted and approved the Korn Ferry Amended and Restated 2022 Stock Incentive Plan (the “Plan”), subject to stockholder approval, to increase the total number of shares of the Company’s common stock available for stock-based awards by 1,400,000 shares, extend the term of the Plan to September 24, 2036, revise the limit on non-employee director compensation to be expressed in terms of an annual cash limit rather than an annual share limit, and make certain other administrative changes. The Company’s stockholders approved the Plan at the 2026 Annual Meeting of Stockholders held on September 24, 2026 (the “2026 Annual Meeting”).

The foregoing description of the terms of the Plan is qualified in its entirety by reference to the actual terms set forth in the Plan, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting, Company stockholders (i) elected the nine nominees named in the 2026 Annual Meeting proxy statement (the “Proxy Statement”) to serve as directors until the Company’s 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal, (ii) approved a non-binding advisory resolution approving the Company’s executive compensation, (iii) approved the Plan, and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2027 fiscal year. To the extent applicable, set forth below are the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, with respect to each such matter.

The final voting results are as follows:

(1) Election of the nine nominees named in the Proxy Statement to serve on the Board until the 2027 Annual Meeting of Stockholders.

Nominee		For		Against		Abstain		Broker Non-Votes
Doyle N. Beneby		39,642,464		5,582,912		56,683		2,394,102
Laura M. Bishop		44,859,355		366,294		56,410		2,394,102
Gary D. Burnison		45,060,424		198,063		23,572		2,394,102
Matthew J. Espe		44,813,013		435,532		33,514		2,394,102
Russell A. Hagey		44,233,545		1,011,405		37,109		2,394,102
Jerry P. Leamon		44,293,961		945,566		42,532		2,394,102
Angel R. Martinez		45,028,609		223,948		29,502		2,394,102
Lori J. Robinson		44,473,488		737,191		71,380		2,394,102
Peter A. Shimer		44,223,398		1,017,747		40,914		2,394,102

(2) Non-binding advisory resolution to approve the Company’s executive compensation.

For		Against		Abstain		Broker Non-Votes
43,800,129		1,145,915		336,015		2,394,102

(3) Approval of the Plan.

For		Against		Abstain		Broker Non-Votes
43,102,365		2,155,490		24,204		2,394,102

(4) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2027 fiscal year.

For		Against		Abstain		Broker Non-Votes
46,296,359		1,349,716		30,086		0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1		Korn Ferry Amended and Restated 2022 Stock Incentive Plan.
Exhibit 104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						KORN FERRY
						(Registrant)
Date: September 28, 2026
						/s/ Jonathan Kuai
						(Signature)
						Name:		Jonathan Kuai
						Title:		Chief People & Legal Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 116.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB