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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 2023
KORN FERRY
(Exact name of registrant as specified in its charter)
| Delaware | 001-14505 | 95-2623879 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1900 Avenue of the Stars, Suite 1500
Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 552-1834
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
||
| Common Stock, par value $0.01 per share | KFY | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 13, 2023, Byrne Mulrooney notified Korn Ferry (the “Company”) of his resignation from the Company, and, effective July 19, 2023 (the “Transition Date”), Mr. Mulrooney will step down as Chief Executive Officer, Recruitment Process Outsourcing & Digital. Mr. Mulrooney’s final day of employment has not yet been determined. In accordance with the terms of Mr. Mulrooney’s employment agreement, he will remain employed for up to 90 days to assist with the smooth transition of his duties and responsibilities.
Effective as of the Transition Date, Jeanne MacDonald will assume the position of Chief Executive Officer, Recruitment Process Outsourcing.
In addition, Mathias Herzog will assume leadership of the Company’s Digital Solution.
| Item 8.01 | Other Events. |
A copy of a press release announcing Ms. MacDonald and Mr. Herzog in their respective roles is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit 99.1 | Press Release, dated July 19, 2023. | |
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). | |
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 hereunto duly authorized.
| KORN FERRY | ||||||
| (Registrant) | ||||||
| Date: July 19, 2023 | /s/ Jonathan Kuai |
|||||
| (Signature) | ||||||
| Name: | Jonathan Kuai | |||||
| Title: | General Counsel, Corporate Secretary and Managing Director – ESG & Business Affairs | |||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Korn Ferry Appoints New Leaders
LOS ANGELES, CA – July 19, 2023 – Korn Ferry (NYSE: KFY), a global organizational consulting firm, today announced that it has appointed Jeanne MacDonald as Chief Executive Officer, Recruitment Process Outsourcing (RPO) and Mathias Herzog will assume leadership of the firm’s Digital Solution.
“Jeanne and Mathias are proven executives, and we are thrilled to have people of their caliber lead these offerings,” said Gary D. Burnison, CEO, Korn Ferry. “Jeanne is the natural choice to lead RPO after years of overseeing Global RPO Solutions and playing a fundamental role in the business’s commercial and financial success. Mathias brings in-depth consulting and technology expertise that will help further the digitization of our offerings and intellectual property to drive superior client performance. With Jeanne and Mathias, we are confident that our RPO and Digital solutions will continue to evolve and thrive.”
Ms. MacDonald said, “I am thrilled to take on this role at such an exciting time for Korn Ferry and our clients. The global business landscape is changing at an ever-faster pace, and the process of finding and hiring the right people to drive strategy and achieve goals has never been more important.”
“Korn Ferry is at the forefront of the latest wave of innovation,” said Mr. Herzog. “I could not be more excited to work with such a talented team to leverage our proprietary intellectual property, data and digital products for individual and organizational success.”
About Jeanne MacDonald
Jeanne MacDonald joined Korn Ferry in 1998 and most recently served as President, Global RPO Solutions, where she was responsible for oversight of Korn Ferry’s RPO businesses. She has worked in a variety of roles at Korn Ferry including Senior Recruiter, Business Development Director for North America prior to moving into various leadership positions within the firm. She holds a bachelor’s degree with majors in both International Relations and French from the University of Virginia.
About Mathias Herzog
Mathias Herzog joined Korn Ferry in 2023 and currently serves as President of the Global Technology, Communications, Media and Professional Services Practice. Prior to joining Korn Ferry, he served in several executive-level roles focused on corporate strategy, business operations and GTM / Sales. He has held executive positions at Salesforce and Automation Anywhere and was a partner at multiple consulting firms. Mr. Herzog studied International Business at Reutlingen University (Germany) and holds an MBA from Georgetown University.
About Korn Ferry
Korn Ferry is a global organizational consulting firm. We work with our clients to design optimal organization structures, roles, and responsibilities. We help them hire the right people and advise them on how to reward and motivate their workforce while developing professionals as they navigate and advance their careers.
Forward-Looking Statements
Statements in this press release that relate to Korn Ferry’s goals, strategies, future plans and expectations, and other statements of future events or conditions are forward-looking statements that involve a number of risks and uncertainties. Words such as “believes”, “continue”, “expects”, “anticipates”, “may”, “should”, “will” or “likely”, and variations of such words and similar expressions are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on such statements. Such statements are based on current expectations; actual results in future periods may differ materially from those currently expected or desired because of a number of risks and uncertainties that are beyond the control of Korn Ferry, including global and local political and economic developments, demand fluctuations, and those risks and uncertainties included in Korn Ferry’s periodic filings with the Securities and Exchange Commission, including the factors described in the sections entitled “Risk Factors” and “Forward-Looking Statements” of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2023. Korn Ferry disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law.
Contacts
Investor Relations: Tiffany Louder, (214) 310-8407
Media: Dan Gugler, (310) 226-2645