AGM 2020

Sep 23, 2020

Good morning, and welcome to our twenty twenty Annual Meeting of Stockholders. I am Christina Gold, Chair of our Board of Directors. It is eight a. M, and I now call the meeting to order. I will act as chair of today's meeting, and Jonathan Kwai, our general counsel and corporate secretary, will act as secretary. In the light of the COVID nineteen pandemic, we are holding this year's annual meeting of stockholders through this virtual format to allow stockholders to participate safely, conveniently, and effectively. This meeting will be conducted in accordance with the agenda and rules of conduct that have been posted on the virtual meeting website to assure fairness to all stockholders in attendance and an orderly meeting. We ask that participants abide by these rules and thank you for your cooperation. The polls opened at the beginning of the meeting, and we will close the polls on all matters immediately after the presentation of today's proposals. If you have already voted by proxy, you do not need to vote again at this meeting unless you wish to change your vote and revoke the proxy you submitted previously. If you wish to vote at this time, you may vote online following the instructions available on the virtual meeting website. Stockholders are entitled to one vote for each share registered in their name as of the record date of 07/29/2020. Please note that while we welcome questions and comments from our stockholders during the business or formal portion of the meeting, questions should be limited to the procedure for the meeting and the proposals under consideration. Myself, Gary Burnison and Bob Rosak will be available to answer stockholders' questions of general interest following the formal meeting during the designated general question and answer period. If you would like to submit a question, you may do so by following the instructions on the virtual meeting website. As stated in the rules of conduct for the general question and answer section, we ask that you limit yourself to one question and restrict your questions to matters of general interest to our stockholders. Before we move on, I want to express that our thoughts and hearts are with everyone affected by COVID-nineteen. I would also like to acknowledge Len Lauer, a member of our board who passed away April 2020. The company lost a gifted experienced adviser as Len continually sought to deepen his contribution to Korn Ferry's strategic plan and execution. I will now call on mister Kwai to report on the notice of this meeting and the existence of a quorum. Thank you, Christina. The notice of Internet availability of proxy materials was duly and properly mailed by Broadridge beginning on 08/12/2020, and an affidavit to that effect has been filed with the records of the company. These materials were sent to all stockholders of record as of 07/29/2020, the record date set by our board. Christelle Polly, a representative of the American Election Services, is present and has been appointed to act as the inspector of election for this meeting. The preliminary report shows more than 51,322,839 shares or approximately 91.21 percent of the shares outstanding and entitled to vote as of the record date are present here today. This meets the quorum requirements under our bylaws and therefore this meeting is duly constituted and we can proceed with the business of the meeting. Thank you. We now come to the part of the meeting where stockholders consider the matters set forth in the proxy statement. Each of the proposals has been described in detail in the proxy statement, which is available on the virtual meeting website. While we are considering the three proposals, no other business may be brought before the meeting. The first item of business to come before the meeting is the election of the eight nominees nominated by our board and named in the proxy statement to serve on the board until the twenty twenty one annual meeting of stockholders and until their successors have been duly elected and qualified subject to their earlier death, resignation, or removal. The board recommends a vote for each of the directors on the ballot. The second item of business to come before the meeting is a vote on the advisory resolution to approve the company's executive compensation. The board recommends approval of the resolution. The third item of business to come before the meeting is the ratification of the appointment of Ernst and Young LLP as the company's independent registered public accounting firm for the fiscal twenty twenty one year. The board recommends approval of the proposal. Gary Burnison and Robert Rozak have been appointed proxy agents for the stockholders of 51,322,839 shares and have voted such shares in accordance with the instruction of these stockholders. Are there any questions regarding the meeting or these proposals before we close the polls? Pat Neiman and Dawn Ferreira of Ernst and Young are participating in today's meeting and are available for questions relating to the appointment of Ernst and Young as auditors. Christina, I'm looking at the meeting platform, and I do not see any questions on these matters. The polls are now closed. The inspector of election tallying the votes. The votes by valid proxies on file and those tabulated this morning show that the board slate of eight nominees to serve as directors until next year's annual meeting and presented in this year's proxy statement have each been approved, with each nominee having received at least 45,800,000 votes in favor or approximately 95% of those shares present either online or by proxy and entitled to vote at this meeting. The stockholders have approved on an advisory basis the company's executive compensation with 46,900,000 votes in favor or 97% of those shares present, again, either online or by proxy and entitled to vote at this meeting. The appointment of Ernst and Young LLP as the company's independent registered public accounting firm for the fiscal twenty twenty one year has been ratified with 50,000,000 votes in favor or 98% of those shares present and entitled to vote. Christina, that concludes the report on final voting results. Thank you, mister Kwai. As I know of no other business to be brought before this meeting, the meeting is hereby adjourned. We will now address general stockholder questions, if any, that we have received in accordance with the rules of conduct. It is our intention to try and answer as many stockholder questions in the fifteen minutes allotted. Christina, let me just check the platform for one second here. Ms. Gold, we have reviewed the meeting platform, and we have not received any stockholder questions for this session. This concludes our twenty twenty Annual Meeting of Stockholders. Thank you to our stockholders for attending today's meeting. Thank you very much.