1 unchanged sentence
Issuer Purchases of Equity Securities
−Removed: The following table summarizes common stock repurchased by us during the quarter ended January 31, 2020:
+Added: The following table summarizes common stock repurchased by us during the quarter ended July 31, 2020:
+Added: Total Number of Shares
Purchased (1)
−Removed: Shares Purchased
+Added: Total Number of Shares Purchased
as Part of Publicly-
4 unchanged sentences
the Programs (2)
−Removed: November 1, 2019— November 30, 2019
+Added: May 1, 2020— May 31, 2020
$158.3 million
−Removed: December 1, 2019— December 31, 2019
+Added: June 1, 2020— June 30, 2020
$158.3 million
−Removed: January 1, 2020— January 31, 2020
+Added: July 1, 2020— July 31, 2020
$158.3 million
−Removed: Represents withholding of 3,343 of restricted shares to cover taxes on vested restricted shares in addition to shares purchased as part of our publicly announced programs.
+Added: $158.3 million
+Added: Represents withholding of 161,027 of restricted shares to cover taxes on vested restricted shares.
+Added: During the three months ended July 31, 2020, the Company did not repurchase any shares as part of our publicly announced programs.
On March 6, 2019, our Board of Directors approved an increase to the share repurchase program to an aggregate of $250 million.
1 unchanged sentence
The share repurchase program has no expiration date.
−Removed: We repurchased approximately $6.2 million of the Company’s common stock under the program during the third quarter of fiscal 2020.
Our Credit Agreement, dated December 16, 2019, permits us to pay dividends to our stockholders and make share repurchases so long as there is no default under our Credit Agreement, the consolidated net leverage ratio, which uses adjusted EBITDA, is no greater than 4.25 to 1.00 and the pro forma liquidity is at least $50.0 million.
Furthermore, our Notes allow the Company to pay $25 million of dividends per fiscal year with no restrictions plus an unlimited amount of dividends so long as the Company’s consolidated total leverage ratio is not greater than 3.50 to 1.00 and the Company is not in default under the indenture governing the Notes.
−Removed: Certificate of Amendment of Restated Certificate of Incorporation of the Company, effective January 1, 2019, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed December 13, 2018.
−Removed: Seventh Amended and Restated Bylaws, effective January 1, 2019, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed December 13, 2018.
−Removed: Restated Certificate of Incorporation of the Company, effective January 7, 2019, filed as Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q, filed March 11, 2019.
−Removed: Indenture, dated as of December 16, 2019, by and among Korn Ferry, an issuer, certain subsidiaries of Korn Ferry, as guarantors thereto, and Wells Fargo Bank, National Association, as trustee, filed as Exhibit 4.1 to the Company's Form 8-K, filed December 16, 2019.
−Removed: Korn Ferry Amended and Restated Executive Capital Accumulation Plan, effective December 4,2019.
−Removed: Korn Ferry Amended and Restated Long Term Performance Unit Plan, effective December 4,2019.
−Removed: Credit Agreement, dated December 16, 2019, by and among Korn Ferry, Bank of America, N.A., as administrative agent, and other lender parties thereto, filed as Exhibit 10.1 to the Company’s Form 8-K, filed December 16, 2019.
+Added: Restated Certificate of Incorporation of the Company, dated January 7, 2019, filed as Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q, filed March 11, 2019.
+Added: Seventh Amended and Restated Bylaws, effective January 1, 2019, filed as Exhibit 3.2 to the Company’s Report on Form 8-K, filed December 13, 2018.
+Added: Amended and Restated Korn Ferry Long Term Performance Unit Plan, effective June 1, 2020, filed as Exhibit 10.44 to the Company's Annual Report on Form 10-K, filed July 15, 2020.
+Added: Korn Ferry Amended and Restated Employee Stock Purchase Plan, effective July 1, 2020, filed as Exhibit 10.45 to the Company's Annual Report on Form 10-K, filed July 15, 2020.
+Added: Amendment to Amended and Restated Employment Agreement, dated March 30, 2018 between the Company and Gary Burnison and the Letter Agreement dated April 14, 2020, filed as Exhibit 10.1 to the Company’s Form 8-K, filed July 10, 2020.
+Added: Amendment to Employment Agreement, dated February 6, 2012 between the Company and Robert Rozek, as amended by that Amendment thereto dated December 28, 2015 and the Letter Agreement dated as of April 14, 2020, filed as Exhibit 10.2 to the Company’s Form 8-K, filed July 10, 2020.
+Added: Amendment to Employment Letter, dated June 26, 2014 between the Company and Byrne Mulrooney and the Letter Agreement, dated as of April 14, 2020, filed as Exhibit 10.3 to the Company’s Form 8-K, filed July 10, 2020.
+Added: Amendment to Employment Letter, dated March 17, 2017 between the Company and Mark Arian and the Letter Agreement dated as of April 14, 2020, filed as Exhibit 10.4 to the Company’s Form 8-K, filed July 10, 2020.
Chief Executive Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act.
2 unchanged sentences
Section 1350.
−Removed: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL
+Added: tags are embedded within the Inline XBRL document.
Inline XBRL Taxonomy Extension Schema Document.
3 unchanged sentences
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2020, has been formatted in Inline XBRL and included as Exhibit 101.
+Added: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2020, has been formatted in Inline XBRL and included as Exhibit 101.
Incorporated herein by reference.
1 unchanged sentence
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: September 8, 2020
/s/ Robert P.
1 unchanged sentence
(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)
−Removed: March 11, 2020
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.