0001209191-20-017828.txt : 20200310 0001209191-20-017828.hdr.sgml : 20200310 20200310180721 ACCESSION NUMBER: 0001209191-20-017828 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200308 FILED AS OF DATE: 20200310 DATE AS OF CHANGE: 20200310 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: 20703266 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 2020-03-08 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 2020-03-09 4 M 0 2229 A 79621 D Common Stock 2020-03-09 4 F 0 1077 23.43 D 78544 D Common Stock 2020-03-09 4 A 0 9671 A 88215 D Common Stock 2020-03-09 4 F 0 4672 23.43 D 83543 D Common Stock 2020-03-09 4 M 0 6979 A 90522 D Common Stock 2020-03-09 4 F 0 3371 23.43 D 87151 D Common Stock 2020-03-08 4 M 0 7818 A 94969 D Common Stock 2020-03-08 4 F 0 3777 23.43 D 91192 D 2017 Restricted Stock Units 2020-03-09 4 M 0 2229 0.00 D Common Stock 2229 0 D 2018 Restricted Stock Units 2020-03-09 4 M 0 6979 0.00 D Common Stock 6979 6979 D 2019 Restricted Stock Units 2020-03-08 4 M 0 7818 0.00 D Common Stock 7818 15637 D 2020 Restricted Stock Units 2020-03-09 4 A 0 40813 0.00 A Common Stock 40813 40813 D Reflects the vesting of the third of three installments of Restricted Stock Units ("RSUs") granted on March 9, 2017 ("2017 RSUs"). RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. RSUs convert into common stock on a one-for-one basis at the time of vesting. Reflects an aggregate of 1,077 shares of common stock retained by Heidrick & Struggles International, Inc. (the "Issuer") to satisfy tax withholding obligations with respect to 2017 RSUs that vested on March 9, 2020. Reflects the vesting of 9,671 non-derivative Performance Stock Units ("PSUs") granted on March 9, 2017 ("2017 PSUs") for the three-year performance period ended December 31, 2019 and which are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). PSUs are target-based equity grants that generally vest three years from the grant date if certain performance goals are achieved. The actual amounts to vest at the end of the performance period can range from 0% to 200% of target based on performance. PSUs convert into common stock on a one-for-one basis at the time of vesting. Reflects an aggregate of 4,672 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2017 PSUs that vested on March 9, 2020. Reflects the vesting of the second of three installments of RSUs granted on March 9, 2018 ("2018 RSUs"). RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. Reflects an aggregate of 3,371 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2018 RSUs that vested on March 9, 2020. Reflects the vesting of the first of three installments of RSUs granted on March 8, 2019 ("2019 RSUs"). RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. Reflects an aggregate of 3,777 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2019 RSUs that vested on March 8, 2020. On March 9, 2017, the reporting person was granted 6,687 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. On March 9, 2018, the reporting person was granted 20,936 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. On March 8, 2019, the reporting person was granted 23,455 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. Each RSU represents a contingent right to receive one share of Issuer common stock. RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. In prior Section 16 filings, the reporting person aggregated different classes of derivative securities and reported under Column 9 of Table II the total aggregate amount of different classes of the same type of derivative securities (e.g., all RSUs) beneficially owned following the reported transaction. Going forward, the reporting person will no longer aggregate different classes of derivative securities but will include under Column 9 of Table II the total number of derivative securities beneficially owned following the reported transaction only with regard to the specific class of derivative securities included in that particular line item. In prior Section 16 filings, the reporting person included grants of certain non-derivative PSUs in Table II. Because the value of these securities is not directly derived from the price of the Issuer's common stock, these securities are not considered derivative securities and need not be reported in Table II. Going forward, the reporting person will no longer record grants of non-derivative PSUs in Table II but will only record in Table I the vesting and settlement of such non-derivative PSUs into shares of the Issuer's common stock. /s/ Kamau A. Coar, Attorney-in-Fact 2020-03-10 EX-24.4_903304 2 poa.txt POA DOCUMENT 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