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KFY > SEC Filings for KFY > Form 8-K on 2-Oct-2013All Recent SEC Filings

Show all filings for KORN FERRY INTERNATIONAL

Form 8-K for KORN FERRY INTERNATIONAL


2-Oct-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submiss


Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As discussed below, at Korn/Ferry International's (the "Company") 2013 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the Company's Certificate of Incorporation to declassify the Company's Board of Directors so that all directors are elected annually commencing with the 2013 Annual Meeting of Stockholders. In connection with the approval of this amendment to the Company's Certificate of Incorporation, and as disclosed in the Company's proxy statement on Schedule 14A for the Company's 2013 Annual Meeting of Stockholders, the Company's Board of Directors amended and restated the Company's Second Amended and Restated Bylaws, effective September 26, 2013, to implement the declassification of the Board of Directors and to make appropriate conforming changes to the Company's Bylaws, including (i) eliminating
Section 3(c), which provided for the division of the Board into three classes,
(ii) amending existing Section 3(e) to provide for directors to hold office until the next annual meeting of stockholders (as opposed to the third year following the year of their election) and the due election and qualification of their successors or until their earlier death, resignation or removal,
(iii) amending existing Section 3(f) to provide for removal of directors or the entire Board for cause or without cause by the holders of a majority of the shares then entitled to vote at the election of directors, and (iv) amending
Section 4 to provide that directors elected to fill vacancies on the Board will serve for a term ending at the next annual meeting of stockholders following their election (as opposed to at which the class of which he is a member becomes subject to re-election). A redline copy of the Company's Third Amended and Restated Bylaws, marked to show changes as compared to the Company's Second Amended and Restated Bylaws, is filed herewith as Exhibit 3.1 and is incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company's 2013 Annual Meeting of Stockholders was held on September 26, 2013. At the 2013 Annual Meeting of Stockholders, stockholders of the Company
(i) approved an amendment to the Company's Certificate of Incorporation to declassify the Board of Directors so that all directors are elected annually commencing with the 2013 Annual Meeting of Stockholders, (ii) elected the eight nominees named in the Proxy Statement to serve as directors until the Company's 2014 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal,
(iii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's 2014 fiscal year, and
(iv) approved a non-binding advisory resolution regarding the Company's executive compensation. 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.

(1) Amendment to the Company's Certificate of Incorporation to declassify the Board of Directors and provide for annual elections of all directors commencing with the 2013 Annual Meeting of Stockholders.

For Against Abstain Broker Non-Votes 43,674,630 33,417 557,870 3,325,457



(2) Election of the eight nominees named in the Proxy Statement to serve on the Board of Directors until the 2014 Annual Meeting of Stockholders.

         Nominee                  For           Withheld        Broker Non-Votes
         Gary D. Burnison       43,903,995         361,922              3,325,457
         William Floyd          43,320,107         945,810              3,325,457
         Jerry Leamon           43,928,740         337,177              3,325,457
         Edward D. Miller       42,769,466       1,496,451              3,325,457
         Debra J. Perry         43,833,592         432,325              3,325,457
         Gerhard Schulmeyer     42,635,620       1,630,297              3,325,457
         George T. Shaheen      43,893,809         372,108              3,325,457
         Harry L. You           43,846,431         419,486              3,325,457

(3) Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's 2014 fiscal year.

For Against Abstain Broker Non-Votes 45,944,010 1,023,864 623,500 0

(4) Non-binding advisory resolution regarding the Company's executive compensation.

For Against Abstain Broker Non-Votes 30,084,897 13,225,341 955,679 3,325,457



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Redline of Third Amended and Restated Bylaws of Korn/Ferry International, effective September 26, 2013.


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