Korn Ferry

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine nominees to the Board to serve until the 2027 Annual Meeting.

2. 2

   Advisory Resolution to Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve the Company’s executive compensation (say-on-pay).

   More detail

   This management proposal asks stockholders to cast a non-binding advisory vote to approve named executive officer compensation as disclosed in the proxy. Management seeks endorsement to validate its pay-for-performance design: competitive total direct compensation with a majority delivered as at-risk equity and annual cash incentives tied to financial and strategic KPIs. The board’s Compensation and Personnel Committee uses an independent consultant, peer benchmarking, clawback policies, and stock ownership guidelines to support alignment; the CD&A provides detailed rationale and outcomes including strong FY2026 performance and high CEO payout for achieving targets. Approval is non-binding but management will consider results when setting future pay. The board recommends FOR, arguing the program incentivizes long-term alignment, retention, and market competitiveness, and notes prior strong shareholder support (≈86% in prior year).

3. 3

   Approval of the Korn Ferry Amended and Restated 2022 Stock Incentive Plan

   ManagementBoard: FOR

   Approve amendment and restatement of the 2022 Stock Incentive Plan to increase authorized shares by 1,400,000, extend term to 2036, revise non-employee director compensation limit to cash-based, and make administrative changes.

   More detail

   Management requests shareholder approval to amend and restate the 2022 Stock Incentive Plan to add 1.4M shares, extend the plan term, and adjust non-employee director award limits. The company argues it needs additional equity capacity to recruit and retain talent, align interests via equity, and that the adjusted overhang would remain below peer median. The plan includes governance protections: no single-trigger CIC vesting, limits on repricing without shareholder approval, minimum vesting periods, dividend restrictions on unearned performance awards, and director compensation caps. The board recommends FOR, having weighed dilution metrics (three-year burn rate and overhang), market competitiveness, and proxy advisory considerations; approval would provide roughly two years of equity capacity per management’s estimate.

4. 4

   Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal 2027.

Upcoming shareholder meetings at Korn Ferry’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Korn Ferry 2026 annual meeting?

Korn Ferry (KFY) holds its 2026 annual shareholder meeting on Thursday, September 24, 2026.

What is the record date for the Korn Ferry 2026 meeting?

The record date for the Korn Ferry 2026 meeting is Friday, July 31, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Korn Ferry's 2026 meeting?

The board is presenting 9 director nominees at the Korn Ferry 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Korn Ferry 2026 meeting?

Shareholders will vote on 4 proposals at the Korn Ferry 2026 meeting, each tagged with who proposed it and the board's recommendation.