KORN FERRY 10-Q

Item 5. Other Information As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary—the Impact of COVID-19” and as previously disclosed, the Company took certain proactive measures to weather the economic environment created by COVID-19. As part of these measures, each of our named executive officers agreed that each named executive officer’s base salary would be reduced by 50% for the period from May 1, 2020 through December 31, 2020. In addition, each of the non-employee members of the Board of Directors agreed to a pro-rata reduction by 50% of their annual cash retainer of $85,000 payable for the period from May 1, 2020 through December 31, 2020. In light of the Company’s financial performance for the third quarter of fiscal 2021 and, as part of a broader program to restore the reduced cash compensation for the third quarter of fiscal 2021 for all of the Company’s employees whose base salaries were reduced, and similar to the decision that was made in the second quarter of the Company’s 2021 fiscal year, the Compensation Committee of the Board (the “Committee”) on March 10, 2021 approved the payment to the Company’s named executive officers of an amount equal to the reduced base salary not paid to such officers for the third quarter of the Company’s 2021 fiscal year, subject to applicable tax withholding and other deductions. In addition, the Committee also approved the payment to the non-employee members of the Board of an amount equal to the reduced cash retainer not paid to such Board members for the third quarter of the Company’s 2021 fiscal year, subject to such director’s continued service as a director with the Company until the date of such payment. 49 Item 6. Exhibits Exhibit Number Description 3.1* 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. 3.2* 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. 31.1 Chief Executive Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act. 31.2 Chief Financial Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act. 32.1 Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350. 101.INS 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. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2021, has been formatted in Inline XBRL and included as Exhibit 101. * Incorporated herein by reference. 50 SIGNATURES 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. Korn Ferry Date: March 11, 2021 By: /s/ Robert P. Rozek Robert P. Rozek Executive Vice President, Chief Financial Officer and Chief Corporate Officer (Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer) 51