What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-06-28 compared with 2022-06-28 · 23 added, 30 removed, 42 unchanged (56% of the section changed)

3 unchanged sentences

Performance Graph

We have presented below a graph comparing the cumulative total stockholder return of the Company’s shares with the cumulative total stockholder return on (1) the Standard & Poor’s 500 Stock Index and (2) the company-established peer groups for both 2022 and 2021.

Cumulative total return for each of the periods shown in the performance graph is measured assuming an initial investment of $100 on April 30, 2018 and the reinvestment of any dividends paid by the Company and any company in the peer group on the date the dividends were paid.

In fiscal 2022, we established a new peer group comprised of a broad number of publicly traded companies, which are principally or in significant part involved in either professional staffing or consulting.

Our peer group is comprised of a broad number of publicly traded companies, which are principally or in significant part involved in professional services.

The peer group is comprised of the following 11 companies:

9 unchanged sentences

(MPGPF) and Robert Half International Inc.

We believe this group of professional services firms is reflective of similar sized companies in terms of our market capitalization, with significant global exposure that mirrors our global footprint and therefore provides a more meaningful comparison of stock performance.

The returns of each company have been weighted according to their respective stock market capitalization at the beginning of each measurement period for purposes of arriving at a peer group average.

The 2021 peer group, presented for comparative purposes, consisted of Heidrick & Struggles International Inc.

(HSII), Robert Half International Inc, (RHI), Willis Towers Watson Plc, (WLTW), Kforce Inc.

(KFRC), Kelly Services Inc.

(KELYA), TrueBlue Inc.

(TBI), Insperity Inc.

(NSP), FTI Consulting Inc.

(FCN), CBIZ Inc.

(CBZ), ICF International Inc.

(ICFI), Huron Consulting Group Inc, (HURN) and Resources Connection Inc.

The stock price performance depicted in this graph is not necessarily indicative of future price performance.

1 unchanged sentence

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (*)

Among Korn Ferry, the S&P 500 Index, 2021 Peer Group and 2022 Peer Group

Among Korn Ferry, the S&P 500 Index, and a Peer Group

_______________________________

(*) $100 invested on April 30, 2018 in stock or index, including reinvestment of dividends.

1 unchanged sentence

Capital Allocation Approach

The Company and its Board of Directors endorse a balanced approach to capital allocation that contemplates debt service cost.

The Company’s first priority is to invest in growth initiatives, such as the hiring of consultants, the continued development of IP and derivative products and services, and the investment in synergistic, accretive M&A transactions that earn a return superior to the Company's cost of capital.

Next, the Company’s capital allocation approach contemplates the planned return of a portion of excess capital to stockholders, in the form of a regular quarterly dividend, subject to the factors discussed below under “Dividends” and in more detail in the “Risk Factors” section of this Annual Report on Form 10-K.

Additionally, the Company considers share repurchases on an opportunistic basis and subject to the terms of our indebtedness.

See Note 11— Long Term Debt for a description of the Credit Agreement and indenture governing the Notes and Note 18 — Subsequent Events – Credit Facility for a description of the Amended Credit Agreement.

On December 8, 2014, the Board of Directors adopted a dividend policy, reflecting an intention to distribute to our stockholders a regular quarterly cash dividend of $0.10 per share.

The Company and its Board of Directors endorse a balanced approach to capital allocation.

The Company’s long-term priority is to invest in growth initiatives, such as the hiring of consultants, the continued development of IP and derivative products and services, and the investment in synergistic, accretive M&A transactions that are expected to earn a return superior to the Company's cost of capital.

Next, the Company’s capital allocation approach contemplates the return of a

portion of excess capital to stockholders, in the form of a regular quarterly dividend, subject to the factors discussed below under “Dividends” and in more detail in the “Risk Factors” section of this Annual Report on Form 10-K.

Additionally, the Company considers share repurchases on an opportunistic basis and subject to the terms of our indebtedness, as well as using excess cash to repay the Notes.

See Note 11— Long Term Debt for a description of the Amended Credit Agreement and indenture governing the Notes.

On December 8, 2014, the Board of Directors adopted a dividend policy to distribute to our stockholders a regular quarterly cash dividend of $0.10 per share.

Every quarter since the adoption of the dividend policy, the Company has declared a quarterly dividend.

On June 21, 2021, the Board of Directors increased the quarterly dividends to $0.12 per share for fiscal 2021.

On June 21, 2022, the Board of Directors approved a 25% increase to our quarterly dividends to $0.15 per share.

On June 21, 2021 and 2022, the Board of Directors increased the quarterly dividend to $0.12 per share and $0.15 per share, respectively.

On June 26, 2023, the Board of Directors of the Company approved an increase of 20% in our quarterly dividend, which increased the quarterly dividend to $0.18 per share.

The declaration and payment of future dividends under the quarterly dividend policy will be at the discretion of the Board of Directors and will depend upon many factors, including the Company’s earnings, capital requirements, financial conditions, the terms of the Company’s indebtedness and other factors that the Board of Directors may deem to be relevant.

The Board of Directors may amend, revoke or suspend the dividend policy at any time and for any reason.

The Board of Directors may, however, amend, revoke or suspend the dividend policy at any time and for any reason.

Stock Repurchase Program

11 unchanged sentences

Dollar Value of

February 1, 2022 — February 28, 2022

$80.4 Million

March 1, 2022 — March 31, 2022

$51.5 Million

April 1, 2022 — April 30, 2022

$29.1 Million

Represents withholding of 4,478 of restricted shares to cover taxes on vested restricted shares.

On June 21, 2022, our Board of Directors approved an increase to the share repurchase program to an aggregate of $318 million.

February 1, 2023 - February 28, 2023 95,000 $ 56.35 95,000 $243.3 million

March 1, 2023 - March 31, 2023 76,699 $ 53.09 75,000 $239.3 million

April 1, 2023 - April 30, 2023 85,000 $ 48.12 85,000 $235.2 million

Total 256,699 $ 52.65 255,000

_______________________________

(1) Represents withholding of 1,699 shares to cover taxes on vested restricted shares, in addition to shares purchased as part of a publicly announced program.

(2) 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.

We repurchased approximately $13.4 million of the Company's common stock under the program during the fourth quarter of fiscal 2023.

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity