1 unchanged sentence
Issuer Purchases of Equity Securities
−Removed: The following table summarizes common stock repurchased by us during the quarter ended July 31, 2020:
+Added: The following table summarizes common stock repurchased by us during the quarter ended October 31, 2020:
Total Number of Shares
7 unchanged sentences
the Programs (2)
−Removed: May 1, 2020— May 31, 2020
−Removed: $158.3 million
−Removed: June 1, 2020— June 30, 2020
+Added: August 1, 2020— August 31, 2020
$155.6 million
−Removed: July 1, 2020— July 31, 2020
+Added: September 1, 2020— September 30, 2020
$147.7 million
+Added: October 1, 2020— October 31, 2020
$135.5 million
−Removed: Represents withholding of 161,027 of restricted shares to cover taxes on vested restricted shares.
−Removed: During the three months ended July 31, 2020, the Company did not repurchase any shares as part of our publicly announced programs.
+Added: Represents withholding of 3,619 of restricted shares to cover taxes on vested restricted shares in addition to shares purchased 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.
+Added: We repurchased approximately $22.8 million of the Company’s common stock under the program during the second quarter of fiscal 2021.
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.
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
9 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 July 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 October 31, 2020, has been formatted in Inline XBRL and included as Exhibit 101.
Incorporated herein by reference.
−Removed: Management contract, compensatory plan or arrangement.
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.
−Removed: September 8, 2020
+Added: December 9, 2020
/s/ Robert P.
2 unchanged sentences
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.