8-K

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