UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 23, 2024, at the annual meeting of stockholders (the “Annual Meeting”) of Heidrick & Struggles International, Inc. (the “Company”), the Company’s stockholders approved the Fifth Amended and Restated Heidrick & Struggles 2012 GlobalShare Program (the “Fifth Amended and Restated GlobalShare Program”), which was previously adopted by the Company’s Board of Directors (the “Board”). The Fifth Amended and Restated GlobalShare Program increased the number of shares available for issuance under the Fifth Amended and Restated GlobalShare Program by 649,000 shares to 5,059,000 shares, and extended the term of the Fifth Amended and Restated GlobalShare Program to the date of the Company’s first annual meeting of stockholders to occur on or after the tenth anniversary of the approval of the Fifth Amended and Restated GlobalShare Program by the Company’s stockholders at the Annual Meeting. A summary of the material terms and conditions of the Fifth Amended and Restated GlobalShare Program is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2024 under “Proposal 4. Approval of the Fifth Amended and Restated Heidrick & Struggles 2012 GlobalShare Program,” which summary is incorporated herein by reference. This summary is qualified in its entirety by, and should be read in conjunction with, the Fifth Amended and Restated GlobalShare Program, which is included as Exhibit 10.1 hereto, and which is incorporated herein by reference.
Item 5.07 - Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 23, 2024. A total of 20,206,622 shares of the Company’s common stock were entitled to vote as of March 28, 2024, the record date for the Annual Meeting. There were 18,618,246 shares present in person or by proxy at the Annual Meeting, at which stockholders voted on four proposals. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such matter.
The results of the matters submitted to the Company’s stockholders at the Annual Meeting were as follows:
| Proposal 1. | Election of Directors. |
By the following vote, the Company’s stockholders elected the following eight directors, each to serve a one-year term expiring at the Company’s 2025 annual meeting of stockholders. Each director will hold office until his or her successor has been duly elected and qualified or until the director’s earlier resignation or removal.
| For | Withheld | Broker Non-Votes | ||||||||||
| Elizabeth L. Axelrod |
16,573,701 | 261,543 | 1,783,002 | |||||||||
| Mary E.G. Bear |
16,713,089 | 122,155 | 1,783,002 | |||||||||
| John Berisford |
16,744,391 | 90,853 | 1,783,002 | |||||||||
| Lyle Logan |
16,612,474 | 222,770 | 1,783,002 | |||||||||
| Willem Mesdag |
16,676,268 | 158,976 | 1,783,002 | |||||||||
| Thomas L. Monahan III |
16,728,505 | 106,739 | 1,783,002 | |||||||||
| Stacey Rauch |
16,489,038 | 346,206 | 1,783,002 | |||||||||
| Adam Warby |
16,489,038 | 346,206 | 1,783,002 | |||||||||
| Proposal 2. | Advisory Vote to Approve Named Executive Officer Compensation. |
By the following vote, the Company’s stockholders approved this proposal.
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 16,034,613 | 776,975 | 23,656 | 1,783,002 |
| Proposal 3. | Ratification of the Appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for the 2024 Fiscal Year. |
By the following vote, the Company’s stockholders approved this proposal.
| For |
Against |
Abstentions | ||
| 18,543,290 | 66,118 | 8,838 |
| Proposal 4. | Approval of the Fifth Amended and Restated Heidrick & Struggles 2012 GlobalShare Program. |
By the following vote, the Company’s stockholders approved this proposal.
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 14,151,424 | 2,667,554 | 16,266 | 1,783,002 |
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Fifth Amended and Restated Heidrick & Struggles 2012 GlobalShare Program (incorporated by reference to Annex C to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 12, 2024, as amended by the Company’s Definitive Additional Materials on Schedule 14A filed with the SEC on May 8, 2024) | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Heidrick & Struggles International, Inc. | ||||||
| (Registrant) | ||||||
| Date: May 24, 2024 | /s/ Tracey Heaton | |||||
| Name: Tracey Heaton | ||||||
| Title: Chief Legal Officer & Corporate Secretary | ||||||
Document and Entity Information |
May 23, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | HEIDRICK & STRUGGLES INTERNATIONAL INC |
| Amendment Flag | false |
| Entity Central Index Key | 0001066605 |
| Document Type | 8-K |
| Document Period End Date | May 23, 2024 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 0-25837 |
| Entity Tax Identification Number | 36-2681268 |
| Entity Address, Address Line One | 233 South Wacker Drive |
| Entity Address, Address Line Two | Suite 4900 |
| Entity Address, City or Town | Chicago |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 60606-6303 |
| City Area Code | (312) |
| Local Phone Number | 496-1200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.01 par value |
| Trading Symbol | HSII |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |