Every material Form 8-K Korn/Ferry International has filed with the SEC since February 06, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
At its 2026 Annual Meeting on September 24, 2026, Korn Ferry stockholders elected all nine director nominees, approved an advisory resolution on executive pay, approved the amended and restated 2022 Stock Incentive Plan, and ratified Ernst & Young LLP as auditor for fiscal 2027. The amended plan adds 1,400,000 shares for stock-based awards and extends its term to September 24, 2036, which sets the terms under which future equity may be granted to employees and directors.
Plan adds 1,400,000 shares available for stock-based awards and extends term to September 24, 2036
Plan approved with 43,102,365 votes for and 2,155,490 against
Executive compensation advisory resolution approved with 43,800,129 votes for and 1,145,915 against
Ernst & Young LLP ratified as independent auditor for fiscal 2027 with 46,296,359 votes for
Korn Ferry reported first quarter fiscal 2027 fee revenue of $756.5 million, up 7% year-over-year, with net income attributable to Korn Ferry of $69.0 million, up 4%. The company also gave second-quarter fiscal 2027 outlook for fee revenue of $860 million to $878 million and adjusted diluted earnings per share of $1.30 to $1.40, including two months of the AMS acquisition, which closed on September 1, 2026.
Q1 fiscal 2027 fee revenue was $756.5 million, up 7% year-over-year, the sixth consecutive quarter of top-line growth.
Diluted EPS was $1.32, up 5%; adjusted diluted EPS was $1.43, up 9%, excluding $7.6 million of integration and acquisition costs.
Adjusted EBITDA was $128.2 million, up 7%, with a margin of 17.0%, flat year-over-year.
Q2 fiscal 2027 outlook: fee revenue of $860 million to $878 million and adjusted diluted EPS of $1.30 to $1.40.
Korn Ferry completed its acquisition of AMS, a UK-headquartered talent and organizational consulting firm, on September 1, 2026. The company paid about £473 million and $326 million in cash and issued 3,118,628 shares of common stock to the sellers, and the combined firm now has nearly 17,000 colleagues in more than 130 offices. Shareholders will see the share issuance and cash outlay, and the financial statements and pro forma information for the deal have not yet been filed.
Acquisition closed September 1, 2026; AMS is now an indirect wholly owned subsidiary of Korn Ferry
Cash paid: about £473 million and $326 million, covering seller proceeds, AMS debt repayment and other obligations
Issued 3,118,628 shares of Korn Ferry common stock to the sellers, exempt from registration under Section 4(a)(2)
Financial statements and pro forma information will be filed by amendment within 71 calendar days
Korn Ferry signed an amended and restated credit agreement on August 18, 2026, adding a $600 million senior secured term loan and keeping its $850 million revolving credit facility, both maturing five years from the effective date. The company used the term loan to fully repay its $400 million 4.625% Senior Notes due 2027 and plans to use the remaining proceeds toward its pending acquisition of AMS. The filing shows new debt that is secured by substantially all company and guarantor assets, a financing step tied to a pending acquisition.
Term loan facility of $600 million; existing $850 million revolving credit facility continued
Interest at Term SOFR plus 1.125% to 2.00%, or base rate plus 0.125% to 1.00%, based on consolidated net leverage ratio
$400 million 4.625% Senior Notes due 2027 redeemed in full on August 18, 2026 at 100% of principal plus accrued interest
Remaining term loan proceeds intended to help fund the pending AMS acquisition
Korn Ferry entered into a Deed of Amendment dated July 29, 2026, to its June 27, 2026 Purchase and Sale Agreement for the acquisition of Auxey Holdco Limited. Under the amendment, the acquisition is to close on September 1, 2026, provided all closing conditions are satisfied or waived by August 27, 2026; otherwise the amendment has no effect and the original closing terms apply. The filing does not state the purchase price, and the closing is not assured, as it depends on conditions and regulatory approvals.
Deed of Amendment entered into July 29, 2026, with Auxey Holdings (Lux) S.A.S., OMERS Administration Corporation, AMS Cayco Ltd. and other parties
Target closing date of September 1, 2026, if closing conditions are satisfied or waived by August 27, 2026
If conditions are not met by August 27, 2026, the amendment lapses and the original Purchase Agreement timing applies
The filing does not disclose the purchase price; the full amendment is filed as Exhibit 2.1
On June 27, 2026, Korn Ferry agreed to acquire AMS, a talent and consulting firm, for about £850 million (about $1.1 billion), with about $881 million in cash and about $255 million in Korn Ferry common stock. Closing requires regulatory approvals and is expected in the fiscal quarter ending October 30, 2026. Shareholders will see new shares issued and cash funded partly by revolver borrowings, and the company expects the deal to be immediately accretive to earnings per share in the first full year after adjusting for restructuring, integration and transaction costs.
Total price is about £850 million (about $1.1 billion): about $881 million in cash and about $255 million in Korn Ferry shares.
Cash funding is about $300 million from cash on hand and about $581 million from borrowings under the existing revolver.
AMS has about $650 million of run-rate fee revenue and $100 million of Adjusted EBITDA, according to the press release.
Closing requires HSR waiting period expiry and UK and German approvals, and may be terminated if conditions are not met within 180 days of signing.
Korn Ferry reported fourth-quarter fiscal 2026 fee revenue of $759.8 million, up 7% year over year, and diluted earnings per share of $1.39, up from $1.21. For the full year, diluted EPS was $5.22 versus $4.60 in fiscal 2025, and the company guided first-quarter fiscal 2027 fee revenue to $725 million to $745 million. Improved revenue and profit are the main points for shareholders, though the guidance assumes no material negative impact from the recent Middle East conflict.
Q4 fiscal 2026 fee revenue was $759.8 million, up 7% (5% at constant currency); net income attributable to Korn Ferry was $73.1 million versus $64.2 million
Full-year fiscal 2026 diluted EPS was $5.22 versus $4.60; adjusted diluted EPS was $5.28 versus $4.88
Q1 fiscal 2027 outlook: fee revenue of $725 million to $745 million and diluted EPS of $1.32 to $1.38
Company repurchased 1,240,458 shares for $78.8 million and paid $28.3 million in dividends during the quarter
Korn Ferry reported third quarter fiscal 2026 fee revenue of $717.4 million, up 7% from a year earlier, and diluted earnings per share of $1.23, up 12%. The company also gave a fourth-quarter outlook of $730 million to $750 million in fee revenue and diluted EPS of $1.34 to $1.40, assuming no material negative impact from the recent Middle East conflict.
Q3 fee revenue was $717.4 million, up 7% year over year; net income attributable to Korn Ferry was $65.3 million, up 12%
Q3 diluted EPS was $1.23 versus $1.10 a year earlier; adjusted diluted EPS was $1.28 versus $1.19
Q4 FY'26 outlook: fee revenue of $730 million to $750 million and diluted EPS of $1.34 to $1.40
Korn Ferry increased its board to nine directors on March 5, 2026, and elected Peter Shimer, former Chief Operating Officer of Deloitte U.S., as a director. The company said the board determined he is independent under New York Stock Exchange listing standards. The change is administrative and adds a director with finance and audit-related experience.
Board size increased to nine directors on March 5, 2026, with Peter Shimer elected immediately after.
Shimer appointed to the Audit Committee and Nominating and Corporate Governance Committee.
Shimer previously served as Chief Operating Officer of Deloitte U.S. and as its Interim Chief Executive Officer.
As a non-employee director, he will receive standard director compensation, pro-rated until the next Annual Meeting of Stockholders.
Korn Ferry reported second quarter fiscal 2026 fee revenue of $721.7 million, up 7% from a year earlier, and diluted earnings per share of $1.36, up 19%. Net income attributable to Korn Ferry rose 19% to $72.4 million, and the company guided third quarter diluted EPS to $1.15 to $1.21, below the $1.36 reported in the quarter just ended.
Q2 fee revenue $721.7 million, up 7% year over year (6% at constant currency)
Net income attributable to Korn Ferry $72.4 million; diluted EPS $1.36 vs. $1.14; adjusted diluted EPS $1.33 vs. $1.21
Estimated remaining fees under existing contracts $1.842 billion at quarter end, up 20%
Q3 fiscal 2026 fee revenue expected between $680 million and $694 million; diluted EPS $1.15 to $1.21
Korn Ferry reported first quarter fiscal 2026 fee revenue of $708.6 million, up 5% year over year, with diluted earnings per share of $1.26, up 8% from $1.17. Net income attributable to Korn Ferry rose 6% to $66.6 million, so headline measures improved for shareholders. The company also guided second quarter diluted EPS to $1.10 to $1.16, below the first quarter level, and reported the Q2 outlook on a consolidated basis.
Fee revenue $708.6 million, up 5% year over year (4% at constant currency)
Diluted EPS $1.26 vs. $1.17; adjusted diluted EPS $1.31 vs. $1.18
Q2 FY2026 fee revenue expected between $690 million and $710 million
Q2 FY2026 diluted EPS expected between $1.10 and $1.16
On July 1, 2025, Korn Ferry entered into an $850 million five-year senior secured revolving credit facility with Wells Fargo Bank as administrative agent, and used it to repay all obligations under its December 16, 2019 credit agreement with Bank of America. The new facility is secured by substantially all assets of the company and its guarantor subsidiaries, and includes a secured net leverage covenant of no greater than 3.75 to 1.00, which shareholders may want to track as it governs borrowing capacity.
Facility size: $850 million five-year senior secured revolving credit facility, dated July 1, 2025
Pricing: Term SOFR plus 1.125% to 2.00%, or base rate plus 0.125% to 1.00%, depending on consolidated net leverage ratio
Covenant: secured net leverage ratio not greater than 3.75 to 1.00; company may add term loans or increase commitments by up to $600 million plus an unlimited amount subject to a 3.25 to 1.00 secured net leverage ratio
Prior credit agreement dated December 16, 2019 with Bank of America, N.A. as administrative agent was repaid and terminated
Korn Ferry reported fourth-quarter fiscal 2025 fee revenue of $712.0 million, up 3% year over year, while Q4 net income attributable to the company fell to $64.2 million from $65.2 million. For the full fiscal year, fee revenue declined 1% to $2.7 billion, but net income attributable to Korn Ferry rose to $246.1 million from $169.2 million, and the company guided Q1 fiscal 2026 fee revenue to $675 million to $695 million.
Q4 fiscal 2025 fee revenue $712.0 million, up 3%; Executive Search fee revenue up 14% to $227.0 million
Q4 diluted EPS $1.21 vs. $1.24 a year earlier; adjusted diluted EPS $1.32 vs. $1.26
Full-year fiscal 2025 diluted EPS $4.60 vs. $3.23; Consulting fee revenue fell 7% in Q4
Q1 fiscal 2026 guidance: fee revenue $675 million to $695 million; diluted EPS $1.16 to $1.24
Korn Ferry reported third quarter fiscal 2025 results on March 11, 2025. Fee revenue was flat year over year at $668.7 million, while net income attributable to Korn Ferry fell to $58.4 million from $59.1 million, and diluted EPS declined to $1.10 from $1.13, mainly due to a higher income tax provision. Adjusted EBITDA rose to $114.5 million from $101.7 million, and the company guided Q4 fiscal 2025 fee revenue to $680 million to $700 million.
Q3 fee revenue was $668.7 million, flat year over year; up 2% at constant currency; Consulting fee revenue declined while Executive Search, RPO and Digital rose slightly
Net income attributable to Korn Ferry was $58.4 million versus $59.1 million a year earlier; adjusted diluted EPS was $1.19 versus $1.07
Adjusted EBITDA was $114.5 million, with a 17.1% margin, up from 15.2% a year earlier
Q4 fiscal 2025 outlook: fee revenue of $680 million to $700 million and diluted EPS of $1.20 to $1.28
Korn Ferry disclosed that Mark Arian, its Chief Executive Officer, Consulting, died on February 6, 2025. The company named Lesley Uren, previously President of Consulting in EMEA for three years, to take over the role effective February 6, 2025. The change affects a leadership role in one of the company's business lines, and the filing does not discuss any financial impact.
Mark Arian, CEO, Consulting, passed away on February 6, 2025
Lesley Uren appointed CEO, Consulting, effective February 6, 2025
Uren previously served as President of Consulting in EMEA for the past three years
Filing states the company expects a seamless transition; no financial figures disclosed
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Korn/Ferry International filing is on SEC EDGAR ↗. 8-K briefs of other companies →