1 unchanged sentence
Issuer Purchases of Equity Securities
−Removed: The following table summarizes common stock repurchased by us during the quarter ended July 31, 2021:
+Added: The following table summarizes common stock repurchased by us during the quarter ended October 31, 2021:
Total Number of Shares
7 unchanged sentences
the Programs (2)
−Removed: May 1, 2021— May 31, 2021
+Added: August 1, 2021— August 31, 2021
$125.2 million
−Removed: June 1, 2021— June 30, 2021
+Added: September 1, 2021— September 30, 2021
$122.5 million
−Removed: July 1, 2021— July 31, 2021
+Added: October 1, 2021— October 31, 2021
$118.5 million
3 unchanged sentences
The share repurchase program has no expiration date.
−Removed: We repurchased approximately $2.5 million of the Company’s common stock under the program during the first quarter of fiscal 2022.
+Added: We repurchased approximately $6.9 million of the Company’s common stock under the program during the second quarter of fiscal 2022.
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 4.00 to 1.00 and our 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 Executive Capital Accumulation Plan, effective July 1, 2021, filed as Exhibit 10.50 to the Company’s Annual Report on Form 10-K, filed June 28, 2021.
−Removed: Amended and Restated Korn Ferry Long Term Performance Unit Plan, effective July 1, 2021, filed as Exhibit 10.51 to the Company’s Annual Report on Form 10-K, filed June 28, 2021.
−Removed: Form of Unit Award Agreement under Amended and Restated Korn Ferry Long Term Performance Unit Plan, filed as Exhibit 10.52 to the Company’s Annual Report on Form 10-K, filed June 28, 2021.
−Removed: Amended and Restated Employment Agreement dated June 28, 2021 between the Company and Gary Burnison, filed as Exhibit 10.53 to the Company’s Annual Report on Form 10-K, filed June 28, 2021.
−Removed: Amended and Restated Employment Agreement dated June 28, 2021 between the Company and Robert Rozek, filed as Exhibit 10.54 to the Company’s Annual Report on Form 10-K, filed June 28, 2021.
−Removed: Employment Agreement dated June 28, 2021 between the Company and Byrne Mulrooney, filed as Exhibit 10.55 to the Company’s Annual Report on Form 10-K, filed June 28, 2021.
−Removed: Employment Agreement dated June 28, 2021 between the Company and Mark Arian, filed as Exhibit 10.56 to the Company’s Annual Report on Form 10-K, filed June 28, 2021.
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, 2021, 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, 2021, 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, 2021
+Added: December 9, 2021
/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.