Korn Ferry (KFY) Proxy filing summary

Executive summary

• Annual meeting scheduled for September 24, 2026, to be held virtually, with voting on director elections, executive compensation, stock incentive plan, and auditor ratification.

• Fiscal 2026 saw strong performance amid macroeconomic uncertainty, with $2.91B in fee revenue, $277.4M net income, and $497.8M adjusted EBITDA.

• Strategic initiatives included the acquisition of AMS and a partnership with the LA28 Olympic and Paralympic Games.

• Continued investment in technology, innovation, and integrated solutions to drive long-term growth.

Voting matters and shareholder proposals

• Proposals include election of nine directors, advisory vote on executive compensation, approval of amended 2022 Stock Incentive Plan, and ratification of Ernst & Young LLP as auditor.

• Board recommends voting FOR all proposals.

• No shareholder nominations for director were received.

Board of directors and corporate governance

• Board consists of nine members, 89% independent, with an average tenure of 6.3 years.

• Active board refreshment, annual self-evaluations, and a 10-term limit for new non-executive directors.

• Strong governance practices: no poison pill, no supermajority voting, stockholder right to call special meetings at 25% threshold.

• Board committees (Audit, Compensation, Nominating) are fully independent and oversee key areas including corporate responsibility.

• Board diversity includes gender, racial/ethnic, and veteran representation.