8-K

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

(Registrant)

Date: May 28, 2019

/s/ Kamau A. Coar

Kamau A. Coar

General Counsel

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 23, 2019

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-25837

36-2681268

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)



233 South Wacker Drive, Suite 4900, Chicago, IL		60606-6303
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 496-1200

N/A

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

HSII

The NASDAQ Stock Market LLC

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 5.07.

Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of stockholders was held on May 23, 2019.

(b) The results of the matters submitted to stockholders were as follows:

1.	Election of Eight Directors: Our stockholders elected the following eight directors to serve a one-year term expiring on the date of our 2020 annual meeting of stockholders or until his or her successor has been duly chosen and qualified.


	For		Against		Broker Non-Votes
ELIZABETH L. AXELROD		14,766,013		168,210		1,831,677
CLARE M. CHAPMAN		14,750,726		183,497		1,831,677
GARY E. KNELL		14,702,776		231,447		1,831,677
LYLE LOGAN		14,640,941		293,282		1,831,677
WILLEM MESDAG		14,766,001		168,222		1,831,677
KRISHNAN RAJAGOPALAN		14,765,998		168,225		1,831,677
STACEY RAUCH		14,651,589		282,634		1,831,677
ADAM WARBY		14,766,001		168,222		1,831,677

2.	Advisory Vote to Approve Named Executive Officer Compensation: Our stockholders approved this proposal.


For			14,406,832
Against			408,144
Abstain			119,247
Broker Non-Votes			1,831,677

3.	Ratification of the Appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for 2019: Our stockholders approved this proposal.


For			16,694,920
Against			3,672
Abstain			67,308

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.