KFY Korn Ferry - 8-K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 5, 2026, the Board of Directors (the “Board”) of Korn Ferry, a Delaware corporation (the “Company”), increased the size of the Board to nine directors and immediately thereafter elected Peter Shimer as a director and appointed him to the Board’s Audit Committee and Nominating and Corporate Governance Committee. The Board determined that Mr. Shimer is an independent director within the meaning of the listing standards of the New York Stock Exchange. A copy of the press release announcing Mr. Shimer’s appointment is attached hereto as Exhibit 99.1.

There are no arrangements or understandings between Mr. Shimer and any other persons pursuant to which he was selected as a director. There is no information that is required to be disclosed with respect to Mr. Shimer pursuant to Item 404(a) of Regulation S-K.

As a non-employee director, Mr. Shimer will receive standard compensation amounts (pro-rated for his service on the Board from the date of his appointment until the next Annual Meeting of Stockholders) payable to non-employee directors of the Company, consistent with the terms of the Company’s non-employee director compensation program as described in Exhibit 10.52 (Summary of Non-Employee Director Compensation Program, Effective May 1, 2025) to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2025, which was filed with the Securities and Exchange Commission on June 27, 2025.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1

Press Release, dated March 6, 2026.

Exhibit 104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).