0001209191-20-021658.txt : 20200330 0001209191-20-021658.hdr.sgml : 20200330 20200330123226 ACCESSION NUMBER: 0001209191-20-021658 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200326 FILED AS OF DATE: 20200330 DATE AS OF CHANGE: 20200330 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rajagopalan Krishnan CENTRAL INDEX KEY: 0001629768 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25837 FILM NUMBER: 20755428 MAIL ADDRESS: STREET 1: 2001 PENNSYLVANIA AVENUE STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20006 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HEIDRICK & STRUGGLES INTERNATIONAL INC CENTRAL INDEX KEY: 0001066605 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 362681268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O HEIDRICK & STRUGGLES INC STREET 2: 233 S WACKER DR STE 4200 CITY: CHICAGO STATE: IL ZIP: 60606-6303 BUSINESS PHONE: 3124961200 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-26 0 0001066605 HEIDRICK & STRUGGLES INTERNATIONAL INC HSII 0001629768 Rajagopalan Krishnan HEIDRICK & STRUGGLES INT'L, INC. 233 SOUTH WACKER DRIVE, SUITE 4900 CHICAGO IL 60606 0 1 0 0 President and CEO Common Stock 2020-03-26 4 A 0 16064 A 107256 D Common Stock 2020-03-26 4 F 0 7759 21.58 D 99497 D Reflects the vesting of the second of three installments of non-derivative Performance-Based Restricted Stock Units ("PRSUs") granted on March 26, 2018, which were awarded on September 28, 2017, as per the terms of Krishnan Rajagopalan's employment agreement and which are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). PRSUs are target-based equity grants that vest ratably over three years from the grant date if certain performance criteria are achieved. The actual amounts to vest each year can range from 0% to 100% of target based on performance. PRSUs convert into common stock on a one-for-one basis at the time of vesting. Reflects an aggregate of 7,759 shares of common stock retained by Heidrick & Struggles International, Inc. (the "Issuer") to satisfy tax withholding obligations with respect to PRSUs that vested on March 26, 2020. /s/ Kamau A. Coar, Attorney-in-Fact 2020-03-30 EX-24.4_907179 2 poa.txt POA DOCUMENT Exhibit 24 POWER OF ATTORNEY WHEREAS, effective as of March 13, 2018, the undersigned previously appointed Kamau A. Coar and Pamela Bell-Carter as the undersigned's attorney-in-fact to execute and file forms required under Section 16(a) of the Securities Exchange Act of 1934, and to take any and all acts for and on behalf of the undersigned in connection therewith; and WHEREAS, the undersigned desires to further reflect such appointment of Kamau A. Coar and Pamela Bell-Carter as attorney-in-fact and to further appoint Kelly Crosier as the undersigned's attorney-in-fact to execute and file forms required under Section 16(a) of the Securities Exchange Act of 1934 effective as of the date hereof. KNOW ALL BY THESE PRESENTS that the undersigned previously constituted and appointed, effective as of March 13, 2018, Kamau A. Coar and Pamela Bell-Carter, and hereby constitutes and appoints Kelly Crosier, effective as of the date hereof, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Heidrick & Struggles International, Inc. (the "Company"), Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, has lawfully done or shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, have not assumed and are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of February, 2020. Krishnan Rajagopalan Printed Name /s/Krishnan Rajagopalan Signature