KORN FERRY
For the period ended Sep 24, 2026. Filed Aug 7, 2026.
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Sep 24, 2026 · Filed Aug 7, 2026
Contents
Key Data
When approving the Plan, the Board considered the burn rate with respect to the equity awards granted by the Company, as well as the Company’s overhang. The burn rate is equal to the total number of equity awards the Company granted in a fiscal year divided by the weighted average common stock outstanding during the year. Overhang is equal to the total number of equity awards outstanding plus the total number of shares available for grant under the Company’s equity plans divided by the total common stock outstanding.
The Company’s three-year average burn rate for the last three fiscal years was approximately 1.57%, which is above the median three-year average burn rate of 1.28% for the Company’s peer group (described in more detail beginning on page 40). The Company’s overhang as of July 31, 2026 was 6.07%, which was below the median overhang of the peer group of 10.35%. If the Plan is approved, the Company’s overhang would increase to 8.80%, which remains below peer group median.
The following table sets forth information regarding outstanding equity awards under the Prior Plan and the A&R 2022 Plan and shares available for future equity awards under the A&R 2022 Plan, in each case as of July 31, 2026 (without giving effect to approval of the Plan):
| Total shares of common stock outstanding | 51,356,133 |
|---|---|
| Total shares underlying outstanding stock options | — |
| Weighted average exercise price of outstanding stock options | $0.00 |
| Weighted average remaining contractual life of outstanding stock options | — |
| Total shares underlying outstanding unvested time-based restricted stock and restricted stock unit awards | 1,191,269 |
| Total shares underlying outstanding unearned performance-based restricted stock and restricted stock unit awards | 759,650 |
| Total shares currently available for grant under A&R 2022 Plan | 1,167,806 |
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