1 unchanged sentence
Issuer Purchases of Equity Securities
−Removed: The following table summarizes common stock repurchased by us during the quarter ended January 31, 2022:
+Added: The following table summarizes common stock repurchased by us during the quarter ended July 31, 2022:
Total Number of Shares
7 unchanged sentences
the Programs (2)
−Removed: November 1, 2021— November 30, 2021
+Added: May 1, 2022— May 31, 2022
$18.4 million
−Removed: December 1, 2021— December 31, 2021
+Added: June 1, 2022— June 30, 2022
$316.1 million
−Removed: January 1, 2022— January 31, 2022
+Added: July 1, 2022— July 31, 2022
$306.7 million
Represents withholding of 365,464 shares to cover taxes on vested restricted shares, in addition to shares purchased as part of a publicly announced program.
−Removed: On March 6, 2019, our Board of Directors approved an increase to our share repurchase program to an aggregate of $250 million.
+Added: On June 21, 2022, our Board of Directors approved an increase to the share repurchase program of $300 million.
The shares can be repurchased in open market transactions or privately negotiated transactions at the Company’s discretion.
The share repurchase program has no expiration date.
−Removed: We repurchased approximately $22.1 million of the Company’s common stock under the program during the third quarter of fiscal 2022.
−Removed: 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 our pro forma liquidity is at least $50.0 million.
+Added: We repurchased approximately $22.4 million of the Company’s common stock under the program during the first quarter of fiscal 2023.
+Added: Our Amended Credit Agreement permits us to pay dividends to our stockholders and make share repurchases so long as there is no default under our Amended Credit Agreement, the consolidated net leverage ratio, which uses adjusted EBITDA, is no greater than 5.00 to 1.00 and we are in pro forma compliance with our financial covenant.
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.
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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: First Amendment to Credit Agreement, dated June 24, 2022, by and among Korn Ferry, Bank of America, N.A., as administrative agent, and other lender parties thereto, filed as Exhibit 10.43 to the Company’s Annual Report on Form 10-K.
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 January 31, 2022, 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, 2022, has been formatted in Inline XBRL and included as Exhibit 101.
Incorporated herein by reference.
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: March 11, 2022
+Added: September 8, 2022
/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.