Korn Ferry Amends Stock Incentive Plan; Elects Directors at 2026 Annual Meeting

What Happened

• Korn Ferry (KFY) filed an 8-K on Sept. 29, 2026 reporting results of its Sept. 24, 2026 Annual Meeting and a Board action from Aug. 4, 2026. The Board adopted the Korn Ferry Amended and Restated 2022 Stock Incentive Plan subject to shareholder approval. At the Annual Meeting, shareholders approved the amended plan, elected all nine director nominees, approved a non-binding advisory vote on executive compensation, and ratified Ernst & Young LLP as the independent auditor for fiscal 2027.

Key Details

• The Board approved increasing the pool under the 2022 Stock Incentive Plan by 1,400,000 shares and extended the plan term to Sept. 24, 2036; it also revised non-employee director compensation limits to an annual cash limit and made other administrative changes.
• Shareholder vote on the amended plan: For 43,102,365; Against 2,155,490; Abstain 24,204; Broker non-votes 2,394,102.
• All nine director nominees were elected (examples of vote totals): Doyle N. Beneby — For 39,642,464; Laura M. Bishop — For 44,859,355; Peter A. Shimer — For 44,223,398. Broker non-votes on director elections: 2,394,102.
• Advisory vote on executive compensation passed: For 43,800,129; Against 1,145,915; Abstain 336,015.
• Ernst & Young LLP ratified as auditor for 2027: For 46,296,359; Against 1,349,716; Abstain 30,086.

Why It Matters

• The approved increase in the stock incentive pool and extended term gives Korn Ferry more shares to grant equity awards to employees and directors, which can affect future share dilution and executive compensation plans.
• Re-election of the full Board and ratification of the auditor provide continuity in management oversight and external financial review.
• The non-binding approval of executive compensation is an advisory signal from shareholders that may influence future pay practices, but it does not change current contracts.