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): May 14, 2009
KORN/FERRY INTERNATIONAL
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-14505
(Commission File Number)
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95-2623879
(IRS Employer
Identification No.) |
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1900 Avenue of the Stars, Suite 2600
Los Angeles, California
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90067 |
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(Zip Code) |
Registrant’s telephone number, including area code: (310) 552-1834
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) Appointment of Principal Financial Officer
On
May 14, 2009, the Board of
Directors of Korn/Ferry International (the “Company”)
appointed Michael A. DiGregorio
the Company’s Executive Vice President and Chief Financial Officer, effective June 1,
2009.
Mr. DiGregorio, age 54, joins the Company from St. John Knits International, Inc., a luxury
women’s apparel company, where for the past three years he has served as Executive Vice President and Chief Financial Officer. Prior to joining St. John Knits International, Inc. Mr. DiGregorio served as Executive
Vice President and Chief Financial Officer of Jafra Cosmetics International, Inc., where during his
nine years at the company, he was also the President and Chief Operating Officer of U.S.
Operations, as well as General Manager and Chief Operating Officer the company’s operations in Mexico.
Pursuant
to the terms of the employment agreement between the Company and Mr.
DiGregorio, Mr. DiGregorio will receive an
annual base salary of $475,000 and is eligible for an
annual target cash incentive award equal to 75% of his annual base salary with the ability to earn
additional amounts up to a maximum cash award equal to 150% of his annual base salary. For fiscal year
2010, Mr. DiGregorio will receive a guaranteed cash incentive award of no less than $225,000,
payable in 24 equal semi-monthly installments, subject to Mr. DiGregorio’s continued employment.
Upon the later of the commencement of his employment or the approval by the Board and/or the
Compensation and Personnel Committee of the Board, Mr. DiGregorio will receive an initial one-time
stock option award with a target grant value of 75% of his annual base salary which will vest in four (4) annual
installments from the effective date of grant, in each case subject to Mr. DiGregorio’s continued
employment. Commencing with the completion of fiscal year 2010, Mr. DiGregorio is eligible to receive annually
at the close of each fiscal year (i) an award of performance shares, with a
target grant value of 37.5% of his annual base salary, which will be earned at the end of, and
based on the Company’s performance during, a performance period
of 3 years; and (ii) a
grant of restricted stock and/or stock options, with a target grant value of 37.5% of his annual
base salary, which will vest in four (4) annual installments from the effective date of grant, in each
case subject to Mr. DiGregorio’s continued employment.
In the event that Mr. DiGregorio’s employment is terminated by the Company without cause or by Mr.
DiGregorio for good reason prior to a change in control or more than 12 months after a change in
control occurs, the Company will pay Mr. DiGregorio the following severance payments: (i) his
accrued compensation, (ii) a pro-rata portion of his annual cash incentive award, (iii) a cash
payment equal to one time his then current annual base salary to be paid over 12 months, (iv)
reimbursement of COBRA coverage premiums for Mr. DiGregorio and his covered dependents for up to 18
months, (v) all outstanding stock options and other equity type incentives held by Mr. DiGregorio
and all benefits under the Company’s Executive Capital Accumulation Plan (the “ECAP”) at the time
of termination, except for performance shares, that would have vested in the 12 months following
the date of termination will become fully vested as of the date of termination, and (vi) a pro-rata
number of performance shares based on target performance and the number of days Mr. DiGregorio was
employed during the performance period plus an additional year (provided this number of days does
not exceed the number of days in the performance period).
In the event that Mr. DiGregorio’s employment is terminated by the Company without cause or by Mr.
DiGregorio for good reason within 12 months following a change in control, the Company will pay Mr.
DiGregorio the following severance payments: (i) his accrued compensation, (ii) a pro-rata portion
of his annual cash incentive award, (iii) a cash payment equal to one and one-half times his then
current annual base salary to be paid over 12 months, (iv) reimbursement of COBRA coverage premiums
for Mr. DiGregorio and his covered dependents for up to 18 months, plus an additional 6 months of
health plan premium reimbursement, (v) all outstanding stock options and other equity type
incentives held by Mr. DiGregorio and all benefits under the ECAP at the time of termination,
except for performance shares, will become fully vested as of the date of termination, (vi) a
pro-rata number of performance shares based on actual performance and the number of days in the
performance period prior to the change in control, and (vii) a pro-rata number of performance
shares based on target performance and the number of days remaining in the performance period after
the change in control.
There is no information that is required to be disclosed with respect to Mr. DiGregorio pursuant to
Item 404(a) of Regulation S-K.
A copy of the Press Release announcing the appointment of Mr. DiGregorio is attached as Exhibit
99.1 to this Current Report and is incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit 99.1 |
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Press
Release, dated May 18, 2009. |