{"url_path":"/sec/kfy/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Exhibits and Financial Statement Schedules","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/56679/0000056679-26-000021-index.html","accession_number":"0000056679-26-000021","cik":"0000056679","ticker":"KFY","issuer_name":"KORN FERRY","edgar_url":"https://www.sec.gov/Archives/edgar/data/56679/0000056679-26-000021-index.html","primary_entity_key":"0000056679","primary_entity_name":"KORN FERRY"},"word_count":2138,"has_tables":true,"body_markdown":"Item 15. Exhibits and Financial Statement Schedules\n\nFinancial Statements.\n\na)The following documents are filed as part of this report:\n\n1.\nIndex to Financial Statements:\nPage\n\nSee Consolidated Financial Statements included as part of this Annual Report on Form 10-K.\nF-[1](#ife671e942867439ebc69beb0eaa430f4_124)\n\n2.Index to Financial Statement Schedules:\n\nAll schedules have been omitted because the required information is included in the financial statements or notes thereto, or because it is not required._\n\n3.Index to Exhibits:\n\nSee exhibits listed under Part (b) below.\n[46](#ife671e942867439ebc69beb0eaa430f4_115)\n\nb)Exhibits:\n\nExhibit\nNumberDescription\n\n2.1+\n[Stock Purchase Agreement by and between HG (Bermuda) Limited and Korn/Ferry International, dated as of September 23, 2015, filed as Exhibit 2.1 to the Company’s Form 8-K, filed September 24, 2015.](https://www.sec.gov/Archives/edgar/data/56679/000119312515326781/d81086dex21.htm)\n\n2.2+\n[Letter Agreement dated November 30, 2015, by and between Korn/Ferry International and HG (Bermuda) Limited, filed as Exhibit 2.1 to the Company’s Form 8-K, filed December 2, 2015.](https://www.sec.gov/Archives/edgar/data/56679/000119312515392499/d35323dex21.htm)\n\n 2.3+\n[Letter Agreement dated April 19, 2018, by and between Korn/Ferry International and HG (Bermuda) Limited.](https://www.sec.gov/Archives/edgar/data/56679/000119312518207569/d532692dex24.htm)\n\n3.1\n[Restated Certificate of Incorporation of the Company, dated June 10, 2026.](kfy-20260430xexx31.htm)\n\n 3.2+\n[Eighth Amended and Restated Bylaws, effective May 26, 2023, filed as Exhibit 3.1 to the Company’s Report on Form 8-K, filed May 30, 2023.](https://www.sec.gov/Archives/edgar/data/56679/000119312523155915/d512380dex31.htm)\n\n 4.1+\n[Form of Common Stock Certificate of the Company, filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K, filed June 28, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000156459019024039/kfy-ex41_1525.htm)\n\n 4.2+\n[Description of Securities, filed as Exhibit 4.2 to the Company's Annual Report on Form 10-K, filed June 28, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000156459019024039/kfy-ex42_978.htm)\n\n 4.3+\n[Indenture, dated as of December 16, 2019, by and among Korn Ferry, an issuer, certain subsidiaries of Korn Ferry, as guarantors thereto, and Wells Fargo Bank, National Association, as trustee, filed as Exhibit 4.1 to the Company’s Form 8-K, filed December 16, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000119312519315282/d846746dex41.htm)\n\n10.1*+\n[Form of Indemnification Agreement between the Company and some of its executive officers and directors, filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A (No. 333-61697), filed December 24, 1998.](https://www.sec.gov/Archives/edgar/data/56679/0000898430-98-004541.txt)\n\n10.2*+\n[Form of U.S. and International Worldwide Executive Benefit Retirement Plan, filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A (No. 333-61697), filed September 4, 1998.](https://www.sec.gov/Archives/edgar/data/56679/0000898430-98-003292.txt)\n\n10.3*+\n[Form of U.S. and International Worldwide Executive Benefit Life Insurance Plan, filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998.](https://www.sec.gov/Archives/edgar/data/56679/0000898430-98-003292.txt)\n\n10.4*+\n[Worldwide Executive Benefit Disability Plan (in the form of Long-Term Disability Insurance Policy), filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998.](https://www.sec.gov/Archives/edgar/data/56679/0000898430-98-003292.txt)\n\n10.5*+\n[Form of U.S. and International Enhanced Executive Benefit and Wealth Accumulation Plan, filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998.](https://www.sec.gov/Archives/edgar/data/56679/0000898430-98-003292.txt)\n\n10.6*+\n[Form of U.S. and International Senior Executive Incentive Plan, filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998.](https://www.sec.gov/Archives/edgar/data/56679/0000898430-98-003292.txt)\n\n10.7*+\n[Executive Salary Continuation Plan, filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998.](https://www.sec.gov/Archives/edgar/data/56679/0000898430-98-003292.txt)\n\n10.8*+\n[Form of Amended and Restated Stock Repurchase Agreement, filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998.](https://www.sec.gov/Archives/edgar/data/56679/0000898430-98-003292.txt)\n\n10.9*+\n[Form of Standard Employment Agreement, filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998.](https://www.sec.gov/Archives/edgar/data/56679/0000898430-98-003292.txt)\n\n46\n\n10.10*+\n[Form of U.S. and Foreign Executive Participation Program, filed as Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (No. 333-61697), filed September 4, 1998.](https://www.sec.gov/Archives/edgar/data/56679/0000898430-98-003292.txt)\n\n10.11*+\n[Korn/Ferry International Second Amended and Restated Performance Award Plan, filed as Appendix A to the Company’s Definitive Proxy Statement, filed August 12, 2004.](https://www.sec.gov/Archives/edgar/data/56679/000119312504139158/ddef14a.htm)\n\n10.12*+\n[Form of Indemnification Agreement between the Company and some of its executive officers and directors, filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed March 12, 2004.](https://www.sec.gov/Archives/edgar/data/56679/000119312504040714/dex104.htm)\n\n10.13*+\n[Form of Restricted Stock Unit Award Agreement to Directors Under the Performance Award Plan, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed December 10, 2007.](https://www.sec.gov/Archives/edgar/data/56679/000119312507262351/dex102.htm)\n\n10.14*+\n[Form of Stock Option Agreement to Employees and Non-Employee Directors Under the Korn/Ferry International 2008 Stock Incentive Plan, filed as Exhibit 10.3 to the Company’s Form 8-K, filed June 12, 2009.](https://www.sec.gov/Archives/edgar/data/56679/000095012309013716/v52840exv10w3.htm)\n\n10.15*+\n[Korn/Ferry International Executive Capital Accumulation Plan, filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (No. 333-111038), filed December 10, 2003.](https://www.sec.gov/Archives/edgar/data/56679/000119312503091568/dex41.htm)\n\n10.16*+\n[Korn Ferry Amended and Restated Employee Stock Purchase Plan, filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed June 28, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000156459019024039/kfy-ex1017_481.htm)\n\n10.17*+\n[Second Amended and Restated Korn/Ferry International 2008 Stock Incentive Plan, filed as Exhibit 10.1 to the Company’s Form 8-K, filed October 2, 2012.](https://www.sec.gov/Archives/edgar/data/56679/000119312512412664/d419452dex101.htm)\n\n10.18*+\n[Form of Restricted Stock Unit Award Agreement to Non-Employee Directors Under the 2008 Stock Incentive Plan, filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K, filed June 25, 2013.](https://www.sec.gov/Archives/edgar/data/56679/000119312513270364/d522249dex1038.htm)\n\n10.19*+\n[Form of Restricted Stock Unit Award Agreement to Employees Under the 2008 Stock Incentive Plan, filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K, filed June 25, 2013.](https://www.sec.gov/Archives/edgar/data/56679/000119312513270364/d522249dex1039.htm)\n\n10.20*+\n[Amended and Restated Korn Ferry Executive Capital Accumulation Plan, as of January 1, 2019, filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K, filed June 28, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000156459019024039/kfy-ex1023_1411.htm)\n\n10.21*+\n[Amended and Restated Korn Ferry Executive Capital Accumulation Plan, as of December 4, 2019, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed March 11, 2020.](https://www.sec.gov/Archives/edgar/data/56679/000156459020010042/kfy-ex101_330.htm)\n\n10.22*+\n[Form of Indemnification Agreement between the Company and some of its directors and executive officers, filed as Exhibit 10.1 to the Company’s Form 8-K, filed June 15, 2015.](https://www.sec.gov/Archives/edgar/data/56679/000119312515223378/d937395dex101.htm)\n\n10.23*+\n[Korn Ferry Long Term Performance Unit Plan, filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K, filed June 28, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000156459019024039/kfy-ex1026_1413.htm)\n\n10.24*+\n[Korn Ferry Long Term Performance Unit Plan Form of Unit Award Agreement, filed as Exhibit 10.27 to the Company's Annual Report on Form 10-K, filed June 28, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000156459019024039/kfy-ex1027_488.htm)\n\n10.25*+\n[Amended and Restated Korn Ferry Long Term Performance Unit Plan, as of December 4, 2019, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed March 11, 2020.](https://www.sec.gov/Archives/edgar/data/56679/000156459020010042/kfy-ex102_78.htm)\n\n10.26*+\n[Third Amendment and Restated Korn Ferry 2008 Stock Incentive Plan, filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K, filed June 28, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000156459019024039/kfy-ex1028_1412.htm)\n\n10.27*+\n[Fourth Amended and Restated Korn Ferry 2008 Stock Incentive Plan, filed as Exhibit 10.1 to the Company's Form 8-K, filed October 7, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000119312519263066/d814812dex101.htm)\n\n10.28*+\n\n[Form of Restricted Stock Unit Award Agreement to Non-Employee Directors under the 2008 Stock Incentive Plan, filed as Exhibit 10.31 to the Company's Annual Report on Form 10-K, filed June 28, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000156459019024039/kfy-ex1031_486.htm)\n\n10.29*+\n\n[Form of Performance Restricted Stock Unit Award Agreement Under the 2008 Stock Incentive Plan, filed as Exhibit 10.32 to the Company's Annual Report on Form 10-K, filed June 28, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000156459019024039/kfy-ex1032_485.htm)\n\n10.30*+\n\n[Form of Restricted Stock Unit Award Agreement to Employees Under the 2008 Stock Incentive Plan, filed as Exhibit 10.33 to the Company's Annual Report on Form 10-K, filed June 28, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000156459019024039/kfy-ex1033_484.htm)\n\n10.31*+\n\n[Form of Restricted Stock Award Agreement to Employees Under the 2008 Stock Incentive Plan, filed as Exhibit 10.34 to the Company's Annual Report on Form 10-K, filed June 28, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000156459019024039/kfy-ex1034_483.htm)\n\n10.32+\n\n[Credit Agreement, dated December 16, 2019, by and among Korn Ferry, Bank of America, N.A., as administrative agent, and other lender parties thereto, filed as Exhibit 10.1 to the Company’s Form 8-K, filed December 16, 2019.](https://www.sec.gov/Archives/edgar/data/56679/000119312519315282/d846746dex101.htm)\n\n10.33*+\n\n[Amended and Restated Korn Ferry Long Term Performance Unit Plan, effective June 1, 2020, filed as Exhibit 10.44 to the Company’s Annual Report on Form 10-K, filed July 15, 2020.](https://www.sec.gov/Archives/edgar/data/56679/000156459020032398/kfy-ex1044_318.htm)\n\n10.34*+\n\n[Korn Ferry Amended and Restated Employee Stock Purchase Plan, effective July 1, 2020, filed as Exhibit 10.45 to the Company’s Annual Report on Form 10-K, filed July 15, 2020.](https://www.sec.gov/Archives/edgar/data/56679/000156459020032398/kfy-ex1045_319.htm)\n\n10.35*+\n\n[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.](https://www.sec.gov/Archives/edgar/data/56679/000156459021034775/kfy-ex1050_260.htm)\n\n47\n\n10.36*+\n\n[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.](https://www.sec.gov/Archives/edgar/data/56679/000156459021034775/kfy-ex1051_258.htm)\n\n10.37*+\n\n[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.](https://www.sec.gov/Archives/edgar/data/56679/000156459021034775/kfy-ex1052_259.htm)\n\n10.38*+\n\n[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.](https://www.sec.gov/Archives/edgar/data/56679/000156459021034775/kfy-ex1053_310.htm)\n\n10.39*+\n\n[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](https://www.sec.gov/Archives/edgar/data/56679/000156459021034775/kfy-ex1054_311.htm).\n\n10.40+\n\n[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, filed June 28, 2022.](https://www.sec.gov/Archives/edgar/data/56679/000156459022024447/kfy-ex1043_396.htm)\n\n10.41*+\n\n[Korn Ferry 2022 Stock Incentive Plan, effective September 22, 2022, filed as Exhibit 10.1 to the Company's Report on Form 8-K, filed September 26, 2022.](https://www.sec.gov/Archives/edgar/data/56679/000119312522251254/d402065dex101.htm)\n\n10.42*+\n[Korn Ferry Amended and Restated Employees Stock Purchase Plan, effective September 22, 2022, filed as Exhibit 10.2 to the Company's Report on Form 8-K, filed September 26, 2022.](https://www.sec.gov/Archives/edgar/data/56679/000119312522251254/d402065dex102.htm)\n\n10.43*+\n\n[Korn Ferry 2022 Stock Incentive Plan US RSA Notice and Restricted Stock Award Agreement, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed December 9, 2022.](https://www.sec.gov/Archives/edgar/data/56679/000162828022031658/kfy-20221031xxq2fyxexx103.htm)\n\n10.44*+\n\n[Korn Ferry 2022 Stock Incentive Plan US and Foreign RSU Performance Award Notice TSR and Restricted Stock Unit Performance Award Agreement, filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed December 9, 2022.](https://www.sec.gov/Archives/edgar/data/56679/000162828022031658/kfy-20221031xxq2fyxexx104.htm)\n\n10.45*+\n\n[Korn Ferry 2022 Stock Incentive Plan Foreign RSU Notice and Restricted Stock Unit Award Agreement, filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed December 9, 2022.](https://www.sec.gov/Archives/edgar/data/56679/000162828022031658/kfy-20221031xxq2fyxexx105.htm)\n\n10.46*+\n\n[Korn Ferry 2022 Stock Incentive Plan BOD RSU Notice and Nonemployee Director Restricted Stock Unit Award Agreement, filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed December 9, 2022.](https://www.sec.gov/Archives/edgar/data/56679/000162828022031658/kfy-20221031xxq2fyxexx106.htm)\n\n10.47*+\n\n[Summary of Non-Employee Director Compensation Program as effective December 15, 2022, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed March 10, 2023.](https://www.sec.gov/Archives/edgar/data/56679/000162828023007473/kfy-2023131xq3fy23xexx101.htm)\n\n10.48*+\n\n[Employment Agreement dated July 1, 2022 between the Company and Michael Distefano, filed as Exhibit 10.51 to the Company's Annual Report on Form 10-K, filed June 28, 2023.](https://www.sec.gov/Archives/edgar/data/0000056679/000162828023023772/kfy-20230430xexx1051.htm)\n\n10.49*+\n\n[Form of Performance Restricted Stock Unit Award Agreement Under the 2022 Stock Incentive Plan, filed as Exhibit 10.52 to the Company's Annual Report on Form 10-K, filed June 28, 2024.](https://www.sec.gov/Archives/edgar/data/56679/000162828024030470/kfy-20240430xexx1052.htm)\n\n10.50*+\n\n[Employment Agreement dated September 19, 2023 between the Company and Jeanne MacDonald, filed as Exhibit 10.53 to the Company's Annual Report on Form 10-K, filed June 28, 2024.](https://www.sec.gov/Archives/edgar/data/56679/000162828024030470/kfy-20240430xexx1053.htm)\n\n10.51*+\n\n[Korn Ferry Amended and Restated 2022 Stock Incentive Plan, filed as Exhibit 10.1 to the Company's Report on Form 8-K, filed September 27, 2024.](https://www.sec.gov/Archives/edgar/data/56679/000119312524227943/d856220dex101.htm)\n\n10.52*+\n[Summary of Non-Employee Director Compensation Program Effective May 1, 2025, filed as Exhibit 10.52 to the Company's Annual Report on Form 10-K, filed June 27, 2025.](https://www.sec.gov/Archives/edgar/data/56679/000162828025033260/kfy-20250430xexx1052.htm)\n\n10.53*+\n[Employment Agreement dated April 29, 2025 between the Company and Lesley Uren, filed as Exhibit 10.53 to the Company's Annual Report on Form 10-K filed June 27, 2025.](https://www.sec.gov/Archives/edgar/data/56679/000162828025033260/kfy-20250430xexx1053.htm)\n\n10.54+\n[Credit Agreement, dated July 1, 2025, by and among the Company, Wells Fargo Bank, National Association as administrative agent, and other lender parties thereto, filed as Exhibit 10.1 to the Company's Form 8-K, filed July 2, 2025.](https://www.sec.gov/Archives/edgar/data/56679/000119312525154304/d12918dex101.htm)\n\n10.55*+\n[Korn Ferry Amended and Restated Employee Stock Purchase Plan, effective January 1, 2026, filed as exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed March 11, 2026.](https://www.sec.gov/Archives/edgar/data/56679/000005667926000009/kfy-20260131xq3fy26xexx101.htm)\n\n19.1\n[Korn Ferry Insider Trading Policy effective June 10, 2026.](kfy-20260430xexx191.htm)\n\n21.1\n[Subsidiaries of Korn Ferry.](kfy-20260430xexx211.htm)\n\n23.1\n[Consent of Independent Registered Public Accounting Firm.](kfy-20260430xexx231.htm)\n\n24.1\n[Power of Attorney (contained on signature page).](#ife671e942867439ebc69beb0eaa430f4_121)\n\n31.1\n[Chief Executive Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act.](kfy-20260430xexx311.htm)\n\n31.2\n[Chief Financial Officer Certification pursuant to Rule 13a-14(a) under the Exchange Act.](kfy-20260430xexx312.htm)\n\n32.1\n[Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350.](kfy-20260430xexx321.htm)\n\n97.1+\n\n[Korn Ferry Compensation Recoupment (Clawback) Policy, filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K, filed June 28, 2024.](https://www.sec.gov/Archives/edgar/data/56679/000162828024030470/kfy-20240430xexx971.htm)\n\n101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.\n\n101.SCHInline XBRL Taxonomy Extension Schema Document.\n\n48\n\n101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.\n\n101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.\n\n101.LABInline XBRL Taxonomy Extension Label Linkbase Document.\n\n101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.\n\n104This cover page from the Company’s Annual Report on Form 10-K for the year ended April 30, 2026, had been formatted in Inline XBRL and included as Exhibit 101.\n\n_______________________________\n\n*    Management contract, compensatory plan or arrangement.\n\n+    Incorporated herein by reference."}