Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As discussed under Item 5.07 of this Current Report on Form8-K, on September 26, 2018, at the 2018 Annual Meeting of Stockholders of Korn/Ferry International (the “Company”), the Company’s stockholders approved the Company’s proposal to amend the Restated Certificate of Incorporation (the “Certificate”) to allow holders of 25% of outstanding shares to call special stockholder meetings. The amendments to the Certificate became effective upon the filing of a Certificate of Amendment to the Certificate with the Secretary of State of the State of Delaware on October 1, 2018.
In addition, as disclosed in the 2018 Proxy Statement, if the Certificate amendments were approved by the Company’s stockholders, the Company’s Fifth Amended and Restated Bylaws (the “Bylaws”) would be amended to specify the procedures for stockholder-called special meetings. The Board of Directors approved the Bylaw amendments, which became effective upon the filing of the Certificate of Amendment on October 1, 2018, and the Bylaws were restated as the Sixth Amended and Restated Bylaws to reflect the amendments.
The foregoing description of the amendments to the Certificate and Bylaws is qualified by reference to the full text of the Certificate of Amendment and the Bylaws, copies of which are filed herewith as Exhibits 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference. The Board of Directors also approved a Restated Certificate of Incorporation (the “Restated Certificate”), that restated and integrated, but did not further amend, the Certificate (as amended through the filing of the Certificate of Amendment described above). On October 1, 2018, the Company filed the Restated Certificate with the Secretary of State of the State of Delaware and it was effective on filing. The foregoing description of the Restated Certificate is qualified in its entirety by reference to the text of the Restated Certificate, which is filed as Exhibit 3.3 to this Current Report on Form8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2018 Annual Meeting of Stockholders, stockholders of the Company (i) elected the eight nominees named in the Proxy Statement to serve as directors until the Company’s 2019 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal, (ii) approved anon-binding advisory resolution approving the Company’s executive compensation, (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2019 fiscal year, (iv) approved the Company’s proposal to amend the Restated Certificate of Incorporation to allow holders of 25% of outstanding shares to call special stockholder meetings and (v) did not approve a stockholder’s proposal requesting amendments to allow holders of 10% of outstanding shares to call special stockholder meetings. To the extent applicable, set forth below are the number of votes cast for, against or withheld, as well as the number of abstentions and brokernon-votes, with respect to each such matter.
| (1) | Election of the eight nominees named in the Proxy Statement to serve on the Board of Directors until the 2019 Annual Meeting of Stockholders. |
| | | | | | | | |
| Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
Doyle N. Beneby | | 49,672,829 | | 758,985 | | 46,052 | | 2,880,308 |
Gary D. Burnison | | 50,370,066 | | 59,834 | | 47,966 | | 2,880,308 |
William R. Floyd | | 49,637,124 | | 795,119 | | 45,623 | | 2,880,308 |
