Korn Ferry

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