Korn Ferry (KFY) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 25, 2024, to be held virtually, with voting on four key proposals including director elections, executive compensation, stock incentive plan, and auditor ratification.

• Fiscal 2024 saw strong performance despite macroeconomic challenges, with $2.76B in fee revenue, $408M adjusted EBITDA, and $169M net income.

• Strategic priorities include a unified go-to-market approach, brand leadership, client excellence, talent development, and M&A.

• Recognized for business excellence and ESG leadership, with multiple industry and sustainability awards.

Voting matters and shareholder proposals

• Proposals: elect ten directors, advisory vote on executive compensation, approve amended 2022 Stock Incentive Plan, and ratify Ernst & Young as auditor.

• Board recommends voting FOR all proposals.

• Stockholders of record as of July 31, 2024, are eligible to vote.

Board of directors and corporate governance

• Board will expand to ten members, 90% independent if all nominees elected, with 56% from underrepresented groups.

• Annual elections, majority voting, 10-term limit for new non-executive directors, and robust refreshment with four new directors in five years.

• Committees: Audit, Compensation & Personnel, Nominating & Corporate Governance—all fully independent.

• Board skills include risk management, international experience, financial expertise, and ESG oversight.

• No supermajority voting, no poison pill, and stockholders holding 25% can call special meetings.