SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2016
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
1900 Avenue of the Stars, Suite 2600
Los Angeles, California
|(Address of Principal Executive Offices)||(Zip Code)|
Registrants telephone number, including area code: (310) 552-1834
(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)|
|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On August 23, 2016, the Board of Directors (the Board) of Korn/Ferry International (the Company) unanimously adopted and approved the Korn/Ferry International Third Amended and Restated 2008 Stock Incentive Plan (the Third A&R 2008 Plan), subject to stockholder approval, to, among other things, make available 5,500,000 additional shares of the Companys common stock, par value $0.01 per share (Common Stock), for stock-based awards. The Companys stockholders approved the Third A&R 2008 Plan at the 2016 Annual Meeting of Stockholders held on October 6, 2016.
The Third A&R 2008 Plan is generally the same as the Korn/Ferry International Second Amended and Restated 2008 Stock Incentive Plan (the Second A&R 2008 Plan), other than the increase in the number of shares authorized for issuance described above, a change in the share-counting formula whereby full value awards count as 2.3 shares (as opposed to 1.91 shares) against the pool of shares available for issuance under the Third A&R 2008 Plan, the addition of certain minimum vesting requirements, the elimination of automatic accelerated vesting of option awards upon a death or disability, and certain administrative and other changes. Subject to certain adjustments, the maximum number of shares of the Companys Common Stock that may be issued pursuant to awards granted under the Third A&R 2008 Plan after July 31, 2016 is 7,425,258 plus any shares subject to outstanding awards under the Second A&R 2008 Plan, as of July 31, 2016, and the Companys Performance Award Plan, as of August 8, 2008, that, in each case, on or after July 31, 2016 cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares).
The foregoing description of the terms of the Third A&R 2008 Plan is qualified in its entirety by reference to the actual terms of the Third A&R 2008 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.|
As noted above, the Companys 2016 Annual Meeting of Stockholders was held on October 6, 2016. At the 2016 Annual Meeting of Stockholders, stockholders of the Company (i) elected the seven nominees named in the Proxy Statement to serve as directors until the Companys 2017 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 regarding the Companys executive compensation, (iii) approved the Third A&R 2008 Plan and (iv) ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the Companys 2017 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.
|(1)||Election of the seven nominees named in the Proxy Statement to serve on the Board of Directors until the 2017 Annual Meeting of Stockholders.|
Doyle N. Beneby
Gary D. Burnison
William R. Floyd
Christina A. Gold
Jerry P. Leamon
Debra J. Perry
George T. Shaheen
|(2)||Non-binding advisory resolution regarding the Companys executive compensation.|
|(3)||Approval of the Third A&R 2008 Plan.|
|(4)||Ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the Companys 2017 fiscal year.|
|Item 9.01||Financial Statements and Exhibits.|
|10.1||Korn/Ferry International Third Amended and Restated 2008 Stock Incentive Plan.|
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.
|Date: October 12, 2016|
|Title:||General Counsel and Corporate Secretary|