Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on December 9, 2024

Registration No. 333-____

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

KORN FERRY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		95-2623879
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1900 Avenue of the Stars, Suite 1500

Los Angeles, California 90067

[phone]

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Korn Ferry Amended and Restated 2022 Stock Incentive Plan

(Full title of the plan)

Robert P. Rozek

Executive Vice President, Chief Financial Officer and Chief Corporate Officer

Korn Ferry

1900 Avenue of the Stars, Suite 1500

Los Angeles, California 90067

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Ari Lanin, Esq. Gibson, Dunn & Crutcher LLP 2029 Century Park East Los Angeles, CA 90067		Stephen W. Fackler Gibson, Dunn & Crutcher LLP 310 University Avenue Palo Alto, CA 94301

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Korn Ferry (the “Registrant”), relating to 1,900,000 shares of its common stock, par value $0.01 per share, available for issuance pursuant to awards to eligible persons under the Korn Ferry Amended and Restated 2022 Stock Incentive Plan (the “Plan”).

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 previously filed with the Securities and Exchange Commission (“Commission”) on September  22, 2022 (Registration No. 333-267556), which relates to the Plan, are incorporated herein by reference and made a part hereof, except for those items being updated by this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits

 

Exhibit No		Exhibit Description
4.1		Restated Certificate of Incorporation of the Registrant, dated January  7, 2019, filed as Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q, filed March 11, 2019.
4.2		Eighth Amended and Restated Bylaws, effective May 26, 2023, filed as Exhibit 3.1 to the Registrant’s Report on Form 8-K, filed May 30, 2023.
5.1*		Opinion of Gibson, Dunn & Crutcher LLP.
23.1*		Consent of Independent Registered Public Accounting Firm.
23.2*		Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
24.1*		Power of Attorney (included in signature page to this Registration Statement).
99.1		Korn Ferry Amended and Restated 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 27, 2024).
107*		Calculation of Filing Fee Table.

 

*	Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on December 9, 2024.

 

KORN FERRY
By:		/s/ Robert P. Rozek
Name:		Robert P. Rozek
Title:		Executive Vice President, Chief Financial Officer and Chief Corporate Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gary D. Burnison and Jonathan M. Kuai, and each of them acting individually, as his or her attorney-in-fact, with full power of substitution, for him or her and in any and all capacities, to sign any and all amendments to this Registration Statement on this Form S-8 (including any post-effective amendments thereto) and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, the following persons have signed this Registration Statement in the capacities and on the date(s) indicated.

 

Signature		Title		Date
/s/ Gary D. Burnison Gary D. Burnison		President & Chief Executive Officer and Director (Principal Executive Officer)		December 9, 2024
/s/ Robert P. Rozek Robert P. Rozek		Executive Vice President, Chief Financial Officer and Chief Corporate Officer (Principal Financial Officer and Principal Accounting Officer)		December 9, 2024
/s/ Jerry P. Leamon Jerry P. Leamon		Chairman of the Board and Director		December 9, 2024
/s/ Doyle N. Beneby Doyle N. Beneby		Director		December 9, 2024
/s/ Laura M. Bishop Laura M. Bishop		Director		December 9, 2024
/s/ Matthew J. Espe Matthew J. Espe		Director		December 9, 2024
/s/ Russell A. Hagey Russell A. Hagey		Director		December 9, 2024
/s/ Charles L. Harrington Charles L. Harrington		Director		December 9, 2024
/s/ Angel R. Martinez Angel R. Martinez		Director		December 9, 2024
/s/ Debra J. Perry Debra J. Perry		Director		December 9, 2024
/s/ Lori J. Robinson Lori J. Robinson		Director		December 9, 2024

Exhibit 5.1

 

December 9, 2024

Korn Ferry

1900 Avenue of the Stars, Suite 1500

Los Angeles, California 90067

 

Re:	Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Korn Ferry, a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 1,900,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”). The Shares subject to the Registration Statement are to be issued under the Korn Ferry Amended and Restated 2022 Stock Incentive Plan (the “Plan”).

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinion set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to this opinion, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor in accordance with the terms set forth in the applicable Plan as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

 

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

 

Gibson, Dunn & Crutcher LLP

2029 Century Park East Suite 4000 | Los Angeles, CA 90067-3026 | T: 310.552.8500 | F: 310.551.8741 | gibsondunn.com

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Korn Ferry Amended and Restated 2022 Stock Incentive Plan of Korn Ferry of our reports dated June 28, 2024, with respect to the consolidated financial statements of Korn Ferry and subsidiaries and the effectiveness of internal control over financial reporting of Korn Ferry and subsidiaries included in its Annual Report (Form 10-K) for the year ended April 30, 2024, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

Los Angeles, California December 9, 2024

 

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

Korn Ferry

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered (1)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common stock, par value $0.01 per share

457(a)

1,900,000(2)

$73.50(3)

$139,650,000

$ 153.10 per $1,000,000

$21,380.42

Total Offering Amounts

$139,650,000

$21,380.42

Total Fee Offsets

$0

Net Fee Due

$21,380.42

 

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or issued in respect of the securities registered by this Registration Statement to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged.

(2)	This Registration Statement registers 1,900,000 additional shares of common stock, par value $0.01 per share (the “Common Stock”) of Korn Ferry (the “Registrant”) available for issuance under the Korn Ferry Amended and Restated 2022 Stock Incentive Plan.

(3)

Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $73.50 per share, which represents the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on December 5, 2024.

Submission	Dec. 03, 2024
Submission [Line Items]
Central Index Key	0000056679
Registrant Name	Korn Ferry
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Dec. 03, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common stock, par value $0.01 per share
Amount Registered | shares	1,900,000
Proposed Maximum Offering Price per Unit	73.5
Maximum Aggregate Offering Price	$ 139,650,000
Fee Rate	0.01531%
Amount of Registration Fee	$ 21,380.42
Offering Note	(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or issued in respect of the securities registered by this Registration Statement to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged. (2) This Registration Statement registers 1,900,000 additional shares of common stock, par value $0.01 per share (the “Common Stock”) of Korn Ferry (the “Registrant”) available for issuance under the Korn Ferry Amended and Restated 2022 Stock Incentive Plan. (3) Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $73.50 per share, which represents the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on December 5, 2024.

Fees Summary	Dec. 03, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 139,650,000
Total Fee Amount	21,380.42
Total Offset Amount	0
Net Fee	$ 21,380.42

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