0001209191-20-014254.txt : 20200228 0001209191-20-014254.hdr.sgml : 20200228 20200228213929 ACCESSION NUMBER: 0001209191-20-014254 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180309 FILED AS OF DATE: 20200228 DATE AS OF CHANGE: 20200228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rajagopalan Krishnan CENTRAL INDEX KEY: 0001629768 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25837 FILM NUMBER: 20674007 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/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2018-03-09 2018-03-13 0 0001066605 HEIDRICK & STRUGGLES INTERNATIONAL INC HSII 0001629768 Rajagopalan Krishnan 233 S.WACKER DRIVE SUITE 4900 CHICAGO IL 60606 0 1 0 0 President and CEO Common Stock 2018-03-09 2018-03-09 4 A 0 1146 30.45 A 24158 D Common Stock 2018-03-09 2018-03-09 4 A 0 9130 30.45 A 33288 D Common Stock 2018-03-09 2018-03-09 4 A 0 2229 30.45 A 35517 D Common Stock 2018-03-09 2018-03-09 4 A 0 3014 30.45 A 38531 D 2015 Restricted Stock Units 2018-03-09 2018-03-09 4 M 0 1146 D Common Stock 24948 D 2016 Restricted Stock Units 2018-03-09 2018-03-09 4 M 0 9130 D Common Stock 15818 D 2017 Restricted Stock Units 2018-03-09 2018-03-09 4 M 0 2229 D Common Stock 13589 D 2015 Performance Stock Units 2018-03-09 2018-03-09 4 M 0 3014 D Common Stock 34501 D 2018 Restricted Stock Units 2018-03-09 2018-03-09 4 A 0 20936 A Common Stock 34525 D Reflects shares acquired from 2015-2017 RSU/PSU vesting reported on Table II. The number of RSUs or PSUs awarded to the Reporting Person was determined by dividing the total dollar value of compensation granted to the Reporting Person by the closing price of HSII common stock on the grant date of March 9, 2018. RSUs are service-based and will vest in three equal installments on the first, second and third anniversaries of the date of grant. PSUs are target-based equity grants that generally vest three years from the grant date if certain performance goals are achieved. Granted under the Company's Global Share Plan. Each RSU or PSU represents a right to receive one share of the Issuer's Common Stock upon vesting. This amendment is being filed solely to add the written authorization (Ex. 24 - Power of Attorney). /s/ Kamau A. Coar, Attorney-in-Fact 2020-02-28 EX-24.4A_899677 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