Korn Ferry : Official notification to shareholders of matters to be brought to a vote ("Proxy")

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TABLE OF

CONTENTS

01

GOVERNANCE

PROPOSAL No. 1
ELECTION OF DIRECTORS	8
THE BOARD OF DIRECTORS	9
Governance Insights: Environmental, Social and Governance ("ESG") Issues	9
Director Qualifications	10
Snapshot of Director Nominees	11
Board Diversity	11
Director Tenure	11
Background Information Regarding Director Nominees	12

CORPORATE GOVERNANCE	17
Director Independence	17
Board Leadership Structure	18
Board's Oversight of Enterprise Risk and Risk Management	18
Board Committees	19
Board Refreshment	21
Culture of Integrity and Code of Business Conduct and Ethics	22
Corporate Governance Guidelines	22

02

COMPENSATION

PROPOSAL NO. 2
ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION	24
COMPENSATION DISCUSSION AND ANALYSIS	25
Executive Summary: Focus on Pay-For-Performance	25
Governance Insights: Selection of Performance Metrics	26
Executive Compensation Philosophy And Oversight	28
Our Process: From Strategy to Compensation-Related Metrics	29
Elements of Compensation & Compensation Decisions and Actions	31
Other Compensation Elements	35
Other Policies	36
Compensation and Personnel Committee Report on Executive Compensation	37
Compensation Committee Interlocks and Insider Participation	37

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS	38
Fiscal Year 2019, 2018, and 2017 Summary Compensation Table	38
Fiscal Year 2019 Grants of Plan-Based Awards	39
Employment Agreements	40
Fiscal Year 2019	Outstanding Equity Awards at Fiscal Year-End	41
Stock Vested In Fiscal Year 2019	42
Fiscal Year 2019	Pension Benefits	42
Fiscal Year 2019	Nonqualified Deferred Compensation	43
Potential Payments Upon Termination or Change of Control	43
Pay Ratio Disclosure	49
Fiscal Year 2019	Compensation of Directors	50

03

STOCK INCENTIVE PLAN

PROPOSAL NO. 3
APPROVAL OF FOURTH AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN	52
Executive Summary of Key Changes to the Plan	52
Reasons for the Proposal	52
Key Data	53
Promotion of Good Corporate Governance Practices	53
Plan Summary	54
U.S. Federal Income Tax Consequences	58
New Plan Benefits	59
Equity Compensation Plan Information	59
04
AUDIT MATTERS

PROPOSAL NO. 4
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	62
AUDIT COMMITTEE MATTERS	63
Fees Paid to Ernst & Young LLP	63
Recommendation to Appoint Ernst & Young LLP as Independent Registered Public Accounting Firm	63
Audit Committee Pre-Approval Policies and Procedures	64
Governance Insights: Korn Ferry Achieves ISO Security and Privacy Certifications	64
Report of the Audit Committee	65

05

OTHER PROPOSALS

PROPOSAL NO. 5
STOCKHOLDER PROPOSAL REQUESTING AMENDMENTS TO ALLOW HOLDERS OF 10% OF OUTSTANDING SHARES TO CALL
SPECIAL STOCKHOLDER MEETINGS	68
Stockholder Proposal	68
Board Statement in Opposition	69

06

GENERAL INFORMATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	72
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	73
OTHER MATTERS	76
Certain Relationships and Related Transactions	76
Related Person Transaction Approval Policy	76
Delinquent Section 16(a) Reports	76
Annual Report to Stockholders	77
Communications with Directors	77
Submission of Stockholder Proposals for Consideration at the 2020 Annual Meeting	77
Stockholders Sharing an Address	78
APPENDIX A - NON-GAAP FINANCIAL MEASURES	A-1
APPENDIX B - KORN FERRY FOURTH AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN	B-1

Back to Contents

DEAR FELLOW

STOCKHOLDERS

Korn Ferry is on a transformative journey aligned with our vision to expand our position as the preeminent organizational consulting firm.

As the new Chair of the Board, as we mark Korn Ferry's 50th year anniversary, I want to express my excitement and enthusiasm as Korn Ferry builds upon its great foundation. Our Company is pursuing an ambitious strategy that emphasizes intense collaboration across our own organization - focused on service to our clients.

We are seeking to retain the best of our past - with a clear path to the future focused on initiatives that increase our relevance to our clients and our commercial impact.

Our strategy for growth focuses on a multi-pronged framework:

• Drive a One Korn Ferry Go-to-Market Strategy
  Our synergistic go-to-market strategy brings together our core solutions, driving more integrated, scalable client relationships.
• Deliver Client Excellence and Innovation
  We are leveraging our formidable data on organizational and employee motivation, work and rewards, and our proven products and solutions to produce new and enhanced offerings which will help our clients make better talent decisions.
• Create the Top-of-Mind Brand in Organizational Consulting
  Next to our people, the Korn Ferry brand is our strongest asset of the Company. We are also very proud to now be the umbrella sponsor of the Korn Ferry Tour and the Official Leadership Development Firm of the PGA Tour, PGA Tour Champions and the Korn Ferry Tour.
• Advance Korn Ferry as a Premier Career Destination
  We continue to invest in building a world-class organization that is aligned to our strategy with a talented, motivated and agile workforce.
• Pursue Transformational Opportunities at the Intersection of Talent and Strategy
  Our disciplined approach to M&A is a vital component of our future growth and capital deployment strategies.

We believe we are changing the lives of the many executives and the organizations with whom we interact. We have evolved from a mono-line business to a global organizational consulting firm operating in 104 offices in 52 countries. We provide organizational advisory services, talent acquisition, strategy execution and leadership development. Added to that are compensation and rewards offerings and more - all enriched by our deep databases and intellectual property.

Korn Ferry will hold its annual stockholder meeting on October 3, 2019. At this year's annual meeting, two of our board members - George Shaheen and William Floyd - will be retiring from our Board. We are extremely grateful for their service. They have each helped Korn Ferry achieve new heights and left it well positioned to continue to advance.

Ultimately, our success is dependent on our people. I want to acknowledge and thank each of our more than 8,600 colleagues. Our accomplishments together are based upon your efforts and contributions. I am honored to stand alongside you all as we continue on our journey.

Sincerely,

Christina A. Gold,

Chair of the Board

August 20, 2019

Korn Ferry

1900 Avenue of the Stars, Suite 2600

Los Angeles, CA 90067

[phone]

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