Table of Contents

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Heidrick & Struggles International, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Table of Contents

NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS

AND

PROXY STATEMENT

April 18, 2014

I am pleased to invite you to attend the 2014 Annual Meeting of Stockholders of Heidrick & Struggles International, Inc.

Enclosed you will find a notice detailing the items of business expected to come before the meeting, our Proxy Statement, a form of Proxy Card and a copy of our 2013 Annual Report. The meeting will be held on May 22, 2014 at 9:00 a.m. Eastern Daylight Time at the Law Offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, NY 10017-3954.

Your vote is very important to us. Whether or not you plan to attend the meeting in person we hope that your shares are represented and voted at the Annual Meeting.

Thank you for your investment in and continued support of our Company. I am optimistic about our future and proud to be part of an organization that has talented and dedicated people thoroughly committed to the success of our clients, our company and your investment. I look forward to welcoming many of you to our Annual Meeting.

Sincerely,

Tracy R. Wolstencroft

President and Chief Executive Officer

Table of Contents

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

233 South Wacker Drive, Suite 4200

Chicago, Illinois 60606-6303

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

A stockholder list will be available at our principal executive offices located at 233 South Wacker Drive, Suite 4200, Chicago, Illinois 60606-6303, beginning May 9, 2014 during normal business hours, for examination by any stockholder registered on our stock ledger as of April 1, 2014, for any purpose germane to the Annual Meeting.

If you plan to attend the Annual Meeting, please bring proof of your ownership of Heidrick & Struggles common stock as of April 1, 2014 and valid picture identification.

Enclosed please find our Proxy Statement, Proxy Card and a copy of our Annual Report for the year ended December 31, 2013.

Sincerely,

Stephen W. Beard

Secretary

Table of Contents

TABLE OF CONTENTS

Table of Contents

ABOUT THE ANNUAL MEETING AND VOTING

This Proxy Statement contains information about the matters to be voted on at our 2014 Annual Meeting of Stockholders (Annual Meeting) as well as other information about Heidrick & Struggles International, Inc. (Heidrick, or our Company) and our corporate governance. Enclosed with this Proxy Statement you also will find a:

We encourage you to carefully read this Proxy Statement in its entirety before voting. The approximate date on which this Proxy Statement and accompanying materials are first being sent to holders of Heidrick common stock (Common Stock) is April 18, 2014.

Time, Date and Place of Annual Meeting

The meeting will be held on May 22, 2014 at 9:00 a.m. Eastern Daylight Time at the Law Offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, NY 10017-3954. Only common stockholders and their duly appointed legal proxies who present the required identification and proof of stock ownership as of the record date will be admitted to the meeting. If you need directions to the Annual Meeting, please contact Heidrick’s Investor Relations Officer at 1-312-496-1200.

This Proxy Statement

Heidrick’s Board of Directors (Board) is furnishing you with this Proxy Statement in order to solicit your proxy for the Annual Meeting and at any adjournment thereof. A proxy is your direction to another person to vote your shares. When you sign the enclosed Proxy Card, you will appoint certain members of our management to vote your shares at the Annual Meeting in the manner you instruct. Even if you plan to attend the Annual Meeting, you should complete, sign and return your Proxy Card in advance.

The Company has retained Alliance Advisors, L.L.C. (Alliance) to aid in the solicitation of proxies. We will pay Alliance $9,000 as compensation for its services and will reimburse it for its reasonable out-of-pocket expenses. If the Company requests banks, brokers or other stockholder nominees to solicit proxies from beneficial owners of shares held in “street name” (as described below), the Company will reimburse them for their reasonable out-of-pocket expenses. We may also use our officers and other employees to solicit proxies from stockholders and will pay all costs associated with the solicitation.

Matters to Be Voted on at the Annual Meeting

The following are the matters to be voted on at our Annual Meeting, along with the voting recommendation of our Board and the page in this Proxy Statement where you can find additional information regarding the matter.

1

Table of Contents

If you return and complete your proxy by indicating how you would like your shares to be voted at the Annual Meeting, your shares will be voted in accordance with your instructions. If you return your proxy but do not indicate how you would like your shares voted, they will be voted in accordance with the Board’s recommendations above. Stephen Beard, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary and Cynthia Lance, Senior Vice President, Deputy General Counsel and Assistant Secretary will be attorneys-in-fact for all returned proxies.

Voting on Annual Meeting Matters

You are entitled to vote or direct the voting of your shares at the Annual Meeting if you were a stockholder of record at the close of business on April 1, 2014, the record date (Record Date) for the Annual Meeting. On that date, there were approximately 18,206,181 shares of Heidrick Common Stock outstanding, each of which is entitled to one vote for each matter to be voted on at the Annual Meeting, held by approximately 3,100 stockholders of record.

If you are a stockholder of record you may cast your vote in one of four ways:

If you attend the Annual Meeting, you may vote in person even if you have previously completed your proxy by mail, telephone or via the Internet. A list of the shareholders of record as of April 1, 2014 will be available for inspection during ordinary business hours at our headquarters at 233 South Wacker Drive, Suite 4200, Chicago, Illinois 60606-6303, from May 9, 2014 to May 21, 2014, as well as at our Annual Meeting.

“Stockholders of Record” and Beneficial Owners of Shares held by Brokers in “Street Name”

If you hold Common Stock that is registered in your name through our transfer agent (Computershare Trust Company NA) as of the Record Date, you are a “stockholder of record”. However, if you hold shares of our Common Stock indirectly through a broker, bank or similar institution, you are not a stockholder of record. Rather, you are a stockholder whose shares are held in “street name.” Your broker, bank, or other nominee is considered the stockholder of record, and you are considered the “beneficial owner” of the shares.

We sent copies of our proxy materials directly to all stockholders of record. If you are a beneficial owner whose shares are held in “street name”, these materials were sent to you by the bank, broker or similar institution through which you hold your shares. As the beneficial owner, you can direct your institution as to how you would like your shares voted at the Annual Meeting, and it is obligated to provide you with voting instruction.

Voting of Shares held in “Street Name”

If you are a beneficial owner of shares held in “street name”, you must give the institution that holds your shares instructions on how you would like your shares voted. If that organization does not receive voting instructions from you, how your shares will be voted (if at all) will depend on the type of proposal. Institutions are not authorized to vote your “street name” shares for Items 1, 2 or 3 (uncontested elections of directors, advisory vote to approve executive compensation and the amendment to our 2012 GlobalShare Plan) without instructions from you. Institutions may vote your “street name” shares for Item 4 (ratification of independent auditors) at their discretion even if you do not provide voting instructions.

2

Table of Contents

If you do not provide specific instructions to your institution as to how to vote your “street name” shares for Items 1, 2 and 3, your institution will not be able to vote those shares and a “broker non-vote” will occur.

Required Vote for Annual Meeting Matters

A quorum is required to transact business at the Annual Meeting. The holders of a majority of the outstanding shares of Common Stock on the Record Date, present in person or represented by proxy and entitled to vote, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes are treated as present for quorum purposes. The following table summarizes the votes required for passage of each matter requiring stockholder action at the Annual Meeting.

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes cast at our Annual Meeting, and will act as the independent inspector of election for the Annual Meeting. We expect to announce the preliminary voting results at our Annual Meeting. The final voting results will be reported in a Current Report on Form 8-K that will be posted on our website.

3

Table of Contents

Revoking a Proxy

You can revoke your proxy at any time before it is voted at our Annual Meeting, subject to the voting deadlines that are described on the Proxy Card or voting instruction form, as applicable. You can revoke your vote:

You may also revoke your proxy by giving written notice of revocation to our General Counsel and Secretary, Stephen W. Beard, at Heidrick & Struggles, International, Inc., 233 South Wacker Drive, Suite 4200, Chicago, Illinois 60606-6303, if received no later than 5:00 p.m., Eastern Time, on May 21, 2014.

If your shares are held in street name, we also recommend that you contact your broker, bank or other nominee for instructions on how to change or revoke your vote.

Our Stock and Stockholders

The Company’s Amended and Restated Certificate of Incorporation provides for its authorized capital stock to consist of 100,000,000 shares of Common Stock, $.01 par value per share, of which 18,206,181 shares were issued and outstanding on April 1, 2014, and 10,000,000 shares of preferred stock, $.01 par value per share, none of which have been issued. The Company’s Common Stock is listed on the Nasdaq Stock Market under the symbol “HSII.” Each stockholder is entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of Common Stock do not have cumulative voting rights. Holders of Common Stock are entitled to receive dividends if and when dividends are declared by the Board and out of funds legally available, after the required dividends are paid on outstanding preferred stock, if any.

On September 19, 2007, the Board approved the initiation of a quarterly cash dividend in the amount of $0.13 per share and the dividend has been reauthorized by the Board for each succeeding fiscal quarter up to the present. In the event of the Company’s liquidation, dissolution or winding up, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities, accrued but unpaid dividends and liquidation preferences on any outstanding preferred stock. The shares of Common Stock have no preemptive or conversion rights and are not subject to the Company’s further calls or assessment. There are no redemption or sinking fund provisions applicable to the Common Stock.

Corporate Governance Information

A copy of our 2013 Annual Report accompanies this Proxy Statement. You may obtain, free of charge, an additional copy of our 2013 Annual Report or our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Director Independence Standards and the charters for our Audit and Finance, Human Resources and Compensation, and Nominating and Board Governance Committees by writing to: Heidrick & Struggles International, Inc., 233 South Wacker Drive, Suite 4200, Chicago, Illinois, 60606-6303, Attn: Investor Relations Officer, telephone: 1-312-496-1200 or e-mail: InvestorRelations@heidrick.com. These documents are also available on our website at: http://www.heidrick.com/Who-We-Are/Our-Leadership

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 22, 2014

The Proxy Statement and the Company’s Annual Report are available at: http://www.heidrick.com/proxy

4

Table of Contents

ITEM 1—ELECTION OF DIRECTORS

Our Board currently consists of nine directors, including our current President and Chief Executive Officer and eight independent directors. Our Board is divided into three classes, with each class serving for staggered three-year terms. As a result, each year, only one class of directors stands for election at our Annual Meeting.

Nominees

This year, upon the recommendation of our Nominating and Board Governance Committee, our Board nominated Robert E. Knowling, Jr., V. Paul Unruh and Tracy R. Wolstencroft to stand for election as Class I directors, each of whom is currently a director of Heidrick. If elected, each nominee will hold office for a three-year term ending in 2017 and until his successor has been elected and qualified, or until his earlier resignation or removal.

Messrs. Knowling, Unruh and Wolstencroft have each informed us that he is willing to serve as a director. Each nominee will tender his resignation as a director in accordance with our Corporate Governance Guidelines if he receives a greater number of votes “withheld” from his election than votes “for” his election, and the Board will determine whether it is in the best interest of the Company to accept any tendered resignation. If any nominee ceases to be a candidate for election for any reason, the Proxy will be voted for a substitute nominee designated by the Company’s Board. The Board currently has no reason to believe that any nominee will not remain a candidate for election as a director or will be unwilling to serve as a director if elected.

Nomination Process

In evaluating, identifying and recommending nominees for the Board, our Nominating and Board Governance Committee considers, among other qualifications that it deems appropriate, the following:

We do not set specific, minimum qualifications that nominees must meet in order to be recommended to the Board. Each nominee is evaluated based on his or her individual merits, taking into account the needs of the Company and the composition of the Board.

The Nominating and Board Governance Committee discusses and evaluates possible candidates in detail and the Company’s consultants are sometimes employed to help identify potential candidates. When determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee considers the director’s past participation in and contributions to Board activities.

5

Table of Contents

Board Diversity

Our Board believes that diversity is an important attribute of a well-functioning board. Although our Board has not adopted a formal diversity policy for nominees, when making recommendations for nominees, the Nominating and Board Governance Committee considers diversity (among other factors it deems appropriate) in light of the overall needs and composition of the Board and the best interests of the Company and its stockholders. In considering nominee diversity, the Board evaluates skills, experience, and background that would complement the existing Board.

Over time, the Board has nominated and currently consists of directors that generally reflect the diverse and expansive global footprint of the Company’s business operations, including a wide range of experiences, as well as diversity of age, gender, race and national origin. Diversity is an important factor that the Nominating and Board Governance Committee will continue to consider when evaluating candidates for nomination to the full Board.

Stockholder Recommendations for Nominations

Stockholders who wish to recommend individuals for consideration by the Nominating and Board Governance Committee to be nominees for election to the Board may do so by notifying the Company’s Secretary. In addition, the Company’s Amended and Restated Bylaws permit stockholders to nominate directors for an annual stockholder meeting, provided that the appropriate requirements for prior notice to the Company have been satisfied in advance, as described further under “Stockholder Proposals for Next Year’s Annual Meeting.”

Director Independence

Our Board determines the independence of all non-employee directors in accordance with the “independence” requirements of our Corporate Governance Guidelines and the Nasdaq Stock Market listing standards (Nasdaq Rules). Accordingly, each year the Board affirmatively determines whether each non-employee director has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Annually, each non-employee director is required to complete a questionnaire that provides information about relationships that might affect the determination of independence. Management then provides the Board with relevant facts and circumstances of any relationship bearing on the independence of a director or nominee that are outside the relationships prohibited by Nasdaq Rules.

Based on the review and recommendation by the Nominating and Board Governance Committee, the Board analyzed the independence of each of the Company’s nominees and other current directors, and determined that the following directors meet the standards of “independence” under our Corporate Governance Guidelines and Nasdaq Rules: Richard I. Beattie, John A. Fazio, Mark Foster, Jane D. Hartley, Jill Kanin-Lovers, Gary E. Knell, Robert E. Knowling Jr. and V. Paul Unruh. Our Board also determined that Tracy R. Wolstencroft, the Company’s current President and Chief Executive Officer is not “independent” under the standards of our Corporate Governance Guidelines and Nasdaq Rules. In addition, our Board determined that:

As highly accomplished individuals in their respective industries, fields and communities, our Directors are affiliated with numerous corporations, educational institutions, and charities, as well as civic organizations and professional associations, many of which have business, charitable or other relationships with each other or our

6

Table of Contents

Company. The Board considered each of these relationships in light of our independence standards and determined that none of these relationships conflict with the interests of the Company, or would impair any director’s independence or judgment.

In making this determination the Board considered material relationships among the directors and the Company, including the circumstances resulting from the concurrent service to the National Geographic Society (Society) of the Company’s President and Chief Executive Officer, Tracy R. Wolstencroft, and Gary E. Knell, Chair of the Board’s Nominating and Board Governance Committee, and a member of the Board’s Human Resources and Compensation Committee. Mr. Knell serves on the board of trustees of the Society and he became president and CEO of the Society on January 6, 2014. Mr. Wolstencroft also serves on the board of trustees of the Society, but does not serve, and has not served, on the compensation committee of the Society. The Board determined that these circumstances do not present either a conflict of interest or a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director on the part of either Mr. Wolstencroft or Mr. Knell.

Board Recommendation

The following tables contain certain information about each member of the Board, along with his or her principal occupation for at least the previous five years and other professional experience and achievements. Each director has been identified as possessing the requisite skills, experience and attributes that qualify him or her to serve as a member of the Company’s Board. There are no family relations among any directors, executive officers, or persons nominated to become a director.

7

Table of Contents

NOMINEES FOR ELECTION AS CLASS I DIRECTORS

(Directors with Terms Expiring in 2017)

8

Table of Contents

CLASS II DIRECTORS

(Directors with Terms Expiring in 2016)

9

Table of Contents

CLASS III DIRECTORS

(Directors with Terms Expiring in 2015)

10

Table of Contents

CORPORATE GOVERNANCE

Our governance structure and processes are based on a number of important governance documents including our Code of Business Conduct, Certificate of Incorporation, Bylaws, Corporate Governance Guidelines and our Board Committee Charters. Our governance documents are designed to ensure that our Board has practices in place to review and evaluate our business operations and to make decisions that are independent of management. Our corporate governance documents are reviewed periodically and updated as necessary to reflect changes in regulatory requirements and evolving corporate governance practices.

Our Board is committed to maintaining strong corporate governance principles and practices. The following is a summary of our corporate governance structure and documents. If you would like copies of our governance documents, or additional information about our corporate governance practices, please visit our website at: http://www.heidrick.com/Who-We-Are/Our-Leadership

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines (Guidelines) to help it fulfill its responsibilities to the stockholders in overseeing the work of management and the Company’s business results. Among other things, the Guidelines establish the practices the Board follows with respect to Board composition, practices and selection, as well as Board meetings, conflicts of interest and the criteria for considering director nominees. In addition, the Guidelines are intended to align the interests of directors and management with those of the Company’s stockholders.

Code of Business Conduct

The Board has adopted a Code of Business Conduct & Ethics (Code) that applies to all of the Company’s employees, officers and directors, as well as independent contractors working on behalf of the Company. Our Code meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, and also meets the requirements of a “code of business conduct and ethics” under Nasdaq Rules. All employees generally are required to certify that they have reviewed and are familiar with the Code annually.

Ethics Line

The Board also has established the Heidrick & Struggles EthicsLine, a service that provides a mechanism for reporting to the Company alleged breaches of any legal or regulatory obligations, financial fraud, including accounting, internal controls and auditing, or any alleged violation of the Code or corporate policies. The EthicsLine is a telephonic reporting hotline (toll free in the U.S.) available to all Company employees, contractors, vendors, stockholders, clients or other interested parties. The EthicsLine is administered by a third party that is separate and independent of Heidrick & Struggles and specializes in running whistleblower hotline programs for companies throughout the U.S. Calls are not recorded and callers may remain anonymous. The EthicsLine is operational 24 hours a day, seven days a week and may be reached at 1-800-735-0589 or, if calling from outside the United States, at 1-704-731-7242.

Board Leadership and Structure

The Board does not have a fixed policy regarding the separation of the offices of Chairman of the Board (Chairman) and Chief Executive Officer and believes that it should maintain the flexibility to select the Chairman and its Board leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the Company and its stockholders.

At this time, the position of Chairman is held by Richard I. Beattie and the position of President and Chief Executive Officer is held by Tracy R. Wolstencroft. The Board has determined that, under current circumstances, the separation of the offices of Chairman and Chief Executive Officer will enhance oversight of management and

11

Table of Contents

Board function. This separation is designed to allow Mr. Wolstencroft the ability to focus on his responsibilities of running the Company, enhancing shareholder value and expanding and strengthening the Company’s business. Concurrently, Mr. Beattie, as Chairman can focus on leadership for the Board as it provides advice to and independent oversight of management. The Chairman also is responsible for setting the agendas and presiding over meetings of the Board (including executive sessions of the independent directors) and providing feedback and counsel to the Chief Executive Officer. The Board currently believes that this leadership structure is in the best interests of the Company’s stockholders at this time.

Risk Oversight

Risk is inherent with every business and management is responsible for the day-to-day management of the risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes and policies designed and implemented by management are adequate and functioning as designed. The Board performs its risk oversight function primarily through its committees as well as reports directly from management.

Enterprise Risk.    The Board has delegated the material elements of its risk oversight and risk management responsibilities to the Audit and Finance Committee of the Board. Comprised of four independent directors, including two audit committee financial experts, the Audit and Finance Committee requires that Company management and the Company’s independent auditor regularly report to the Committee regarding matters that may pose current or future risk to the Company. All risks identified are discussed with the entire Board in the ordinary course of the Audit and Finance Committee Chair’s report of Committee activities at regular board meetings.

Compensation Risk.    The Company periodically completes an inventory of its executive and non-executive compensation programs globally, with particular emphasis on incentive compensation plans and programs. Based on this inventory, the Company evaluates the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balance compensation opportunities and risk. Based on the Company’s periodic assessments, the Company has determined that none of its compensation policies and practices is reasonably likely to have a material adverse effect on the Company. The Company believes that the Company’s overall cash versus equity pay mix, balance of shorter-term versus longer-term performance focus, balance of revenue-focused versus profit-focused performance measures, stock ownership guidelines, and use of “claw-backs” work together to provide its employees and executives with incentives to deliver outstanding performance to build long-term stockholder value, while taking only necessary and prudent risks.

Board Committees

Our Board has three standing committees, our Audit and Finance Committee, Human Resources and Compensation Committee and Nominating and Board Governance Committee. Each standing committee has a written charter, and the Board has determined that each of the members of our standing committees is “independent” under the provisions of our Guidelines and Nasdaq Rules. During 2013, the Board also established a Special Chief Executive Officer Search Committee, which was discontinued following the selection of Mr. Wolstencroft as our new CEO.

Meetings

Our Board and each standing Committee holds regularly scheduled quarterly meetings. Typically, our Audit and Finance Committee and Human Resources and Compensation Committee meetings occur the day prior to the meetings of the Nominating and Board Governance Committee and the Board. Once a year, the Board devotes additional time to presentations and discussions with senior management about the Company’s long-term strategy, which is then supplemented, updated and discussed further at the Board’s quarterly meetings. In addition to the quarterly meetings, typically there are special meetings each year.

12

Table of Contents

We expect our directors to attend all Board and committee meetings for those committees on which they serve. Directors are also expected to attend each annual stockholders meeting. During 2013, the Board met seven times, the Audit and Finance Committee met ten times, the Special Committee met 12 times and the Nominating and Board Governance Committee and the Human Resources and Compensation Committee each met four times. Generally, the Board met in executive session during all regularly scheduled quarterly Board meetings without management present. Each of the directors attended at least 75 percent of the meetings of the Board and the committees of which he or she was a member. All of the Company’s directors who were affiliated with the Company at that time attended the 2013 Annual Meeting of Stockholders in person.

Audit and Finance Committee

The Audit and Finance Committee of the Board consists of four independent directors, Messrs. Fazio, Knowling and Unruh and Ms. Kanin-Lovers. Mr. Fazio is the Chair of the Audit and Finance Committee. The Board has determined that Messrs. Fazio and Unruh are “audit committee financial experts” as defined in the rules and regulations of the Securities and Exchange Commission (SEC Rules). Among other things, the Audit and Finance Committee appoints an independent registered public accounting firm annually to audit the Company’s books and records; meets with and reviews the activities and the reports of the Company’s independent registered public accounting firm; and reports the results of the review to the Board. The Audit and Finance Committee also periodically reviews the adequacy of the Company’s internal controls, pre-approves all services to be provided by the Company’s independent registered public accounting firm, oversees management’s risk policies and discusses the Company’s key risk exposures with management. These and other aspects of the Audit and Finance Committee’s authority are more particularly described in the Audit and Finance Committee Charter.

Nominating and Board Governance Committee

The Nominating and Board Governance Committee consists of three independent directors, Messrs. Beattie, Knell and Knowling. Mr. Knell is the Chair of the Nominating and Board Governance Committee. The Nominating and Board Governance Committee makes recommendations to the Board concerning candidates for nomination to the Board, the membership on committees of the Board, compensation of the Board and other corporate governance matters. The Nominating and Board Governance Committee also reviews and approves related party transactions. These and other aspects of the Nominating and Board Governance Committee’s authority are more particularly described in the Nominating and Board Governance Committee Charter.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee consists of four independent directors, Mmes. Kanin-Lovers and Hartley and Messrs. Knell and Foster. Ms. Kanin-Lovers is the Chair of the Human Resources and Compensation Committee. Each member also qualifies as a “non-employee director” for purposes of Section 16 of the Securities Exchange Act of 1934 and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

The Human Resources and Compensation Committee reviews and approves employment and compensation matters involving the Company’s executive officers, as well as those of other key employees that the Human Resources and Compensation Committee deems material. Specifically, the Human Resources and Compensation Committee’s responsibilities include:

13

Table of Contents

The agenda for each meeting of the Human Resources and Compensation Committee is determined by its Chair with the assistance of the Company’s Secretary and Chief Administrative Officer. The Chief Executive Officer regularly attends Human Resources and Compensation Committee meetings. The Human Resources and Compensation Committee also meets in executive session as appropriate. The Chair of the Human Resources and Compensation Committee reports the Committee’s recommendations on executive compensation and other matters to the Board. Outside advisors and the Company’s Human Resources Department support the Human Resources and Compensation Committee in its duties and the Committee may delegate authority to fulfill certain administrative duties regarding the compensation programs to the Chief Executive Officer and the Chief Administrative Officer. The Human Resources and Compensation Committee has authority under its charter to retain advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities.

Independent Compensation Consultant.

The Human Resources and Compensation Committee has retained Pay Governance LLC as its independent compensation consultant. Pay Governance reports directly to the Human Resources and Compensation Committee and does no other work for management. During 2013, Pay Governance representatives participated in all of the Human Resources and Compensation Committee’s four meetings and provided guidance to the Human Resources and Compensation Committee with respect to executive compensation; comparative peer group data; director compensation; annual incentive compensation; and consultant pay programs. In supporting the Human Resources and Compensation Committee, Pay Governance provides the Human Resources and Compensation Committee with an independent assessment of management’s recommendations for compensation; reviews and confirms the peer group used by the Company to prepare market compensation data; and provides ad hoc support to the Human Resources and Compensation Committee, including discussing executive compensation and related corporate governance trends.

Stockholder Communications with Board

Stockholders may communicate directly with the Board. All communications should be directed to: Secretary, Heidrick & Struggles International, Inc., 233 South Wacker Drive, Suite 4200, Chicago, Illinois 60606-6303. Any such communication should prominently indicate on the outside of the envelope that it is intended for the Board or a particular director. Each communication intended for the Board or a particular director and received by the Secretary will be forwarded to the specified party following its clearance through normal security procedures.

14

Table of Contents

DIRECTOR COMPENSATION

We provide compensation to non-employee directors that is competitive with other similarly sized publicly traded companies in order to attract and retain qualified directors. Compensation is paid in a mix of cash and equity to ensure directors are aligned with the interests of the stockholders and our long-term strategy. Additional compensation is also provided to a director who serves as chair of the Board or a Board Committee as well as members of our Audit and Finance Committee to reflect the additional time, risk and skill-level required to fulfill these roles.

Cash Compensation.    For 2013, each director received an annual cash retainer of $75,000 which represents 50 percent of the total fees earned by each director for serving as a member of the Board, exclusive of any committee or chair board service. All cash retainers are payable on a quarterly basis in arrears. In addition, we reimburse the directors for any out-of-pocket expenses associated with their Board service.

Additional Board Service Fees.    The Audit and Finance Committee Chair receives an additional cash retainer of $30,000 and each member of the Audit and Finance Committee (including the Chair) receives an additional cash retainer of $10,000. The Human Resources and Compensation Committee Chair receives an additional cash retainer of $30,000. The Nominating and Board Governance Committee Chair receives an additional cash retainer of $10,000. The Non-Executive Chair of the Board receives an additional cash retainer of $75,000.

Equity Compensation.    For 2013, each director received an annual equity retainer of $75,000 payable in the form of restricted stock units (RSUs) awarded as of the date of our Annual Meeting of Stockholders which represents 50 percent of the total fees earned by each director for serving as a member of the Board, exclusive of any committee or chair board service. The RSUs vest and are payable on the date a director ceases to serve on the Board. See the “Voting Securities of Certain Beneficial Owners and Management” Table on page 17 for information regarding the RSUs owned by our directors. A director may elect to receive payment of the annual equity retainer in shares of Common Stock in lieu of the RSUs described above. For a director who joins the Board after our Annual Meeting of Stockholders, a pro-rata equity award may be made on the date of his or her appointment to the Board. We no longer grant awards of stock options to our directors.

2014 Director Compensation.    Our Board has approved and set the Board’s compensation for the 2014 fiscal year at the same amount and levels as 2013. However, with respect to the total fees earned by each director for serving as a member of the Board, exclusive of any committee or chair board service ($150,000), the Board has reduced the cash component from 50 percent to 25 percent ($37,500) and increased the equity component from 50 percent to 75 percent ($112,500). The Board believes this modification is appropriate as it will further reinforce the current alignment of the interests of the members of the Board with those of our stockholders.

Non-Employee Directors Voluntary Deferred Compensation Plan.    Pursuant to our Non-Employee Directors Voluntary Deferred Compensation (VDC) Plan, directors may defer up to 100 percent of their cash compensation per year. To enroll in our VDC Plan, a director needs to complete an election form in a timely manner and choose from investment funds offered by Vanguard (the VDC Plan Administrator). A participant is not able to invest deferred amounts in Company stock. Vanguard calculates the earnings for the funds selected by each director. The election remains in effect for all subsequent years until a director makes a different election. The distributions are payable in a lump sum on the date a director ceases to serve on the Board.

Stock Ownership Guidelines.    We adopted stock ownership guidelines for the directors in 2007. Each director has three years to achieve and maintain a stock ownership level equal to three times the annual cash retainer ($225,000 for 2013). Stock included for determining the satisfaction of the guidelines includes direct stock ownership and RSUs. Each of our directors either has satisfied the stock ownership guidelines or is on track to do so within the required three-year period.

15

Table of Contents

2013 Director Compensation Table

The table below summarizes the compensation paid by the Company to non-employee directors for the fiscal year ended December 31, 2013.

16

Table of Contents

VOTING SECURITIES OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock, which is the only outstanding class of voting securities or other equity securities of the Company, as of April 1, 2014 (except where otherwise noted) for: (i) each of the Company’s directors; (ii) each of the executive officers and named executive officers serving the Company as of April 1, 2014; (iii) each person known to us to be the beneficial owner of 5 percent or more of the outstanding shares of Common Stock; and (iv) all of the directors and executive officers as a group. On April 1, 2014, there were 18,206,181 shares of Common Stock outstanding.

The information provided in the table is based on the Company’s records, information filed with the SEC and information provided to Heidrick, except where otherwise noted.

The number of shares beneficially owned by each entity or individual is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting power or investment power and also any shares that the entity or individual has the right to acquire within 60 days of April 1, 2014 (May 31, 2014) through the exercise of any stock options and through the vesting of stock units payable in shares. Beneficial ownership excludes options or stock units vesting after May 31, 2014. Unless otherwise indicated, each person has sole voting and investment power with respect to the shares set forth in the following table.

17

Table of Contents

18

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Heidrick & Struggles International, Inc. is a leadership advisory firm providing executive search, culture shaping and leadership consulting services. We assist organizations in achieving their long-term business objectives by helping them to improve the effectiveness of their leadership teams. We provide our services to a broad range of clients through the expertise of our experienced consultants located in major cities around the world. In recent years, we have expanded our service capabilities in response to our clients’ request for comprehensive leadership advisory services. The Human Resources and Compensation Committee (HRCC) of the Board of Directors seeks to ensure that our executive compensation programs attract, retain and reward the best talent, while at the same time maintain a strong link between pay and performance and align the interests of our executives and stockholders. Our executive compensation philosophy emphasizes and rewards both Company and individual performance, which we believe promotes sustained long-term performance by rewarding not only the achievement of financial and operational goals, but also the accomplishment of individual strategic objectives that enable growth.

2013 Year in Review

2013 was a year of significant development and overall change for the Company. The oversight and management of these activities required substantial effort, analysis and attention by our Board and management. Most notable among these activities included:

19

Table of Contents

Messrs. Marino, Beard and Pehlke each played an important role in maintaining the quality of the Company’s operations during this period of change, while effectively managing and executing these activities for the Company and its shareholders. At the end of 2013 the Company realized year-over-year improvements in key areas including consolidated net revenue, adjusted EBITDA¹, operating margin, productivity and stock price, specifically:

The Company’s 2013 performance relative to the metrics established by the HRCC for our performance-based compensation programs either met or exceeded target levels, with the exception of the 2013 revenue target. Our HRCC considered these quantitative factors in conjunction with other relevant qualitative factors when determining compensation for the year. As a result of those decisions and the operation of the Company’s compensation policies, the following were key compensation highlights for 2013:

Overall Compensation Philosophy

At the heart of our compensation programs is a pay-for-performance philosophy. We expect our executive officers to initiate and carry out sustainable growth strategies and create long-term value for the Company’s stockholders. Therefore, we link various aspects of our business strategies with our compensation program design.

20

Table of Contents

Company performance is a primary factor in most elements of our incentive compensation program design. When measuring Company performance, we may consider both qualitative and quantitative factors and achievements relating to our business strategies and objectives. In assessing the individual performance of named executive officers, our HRCC may consider, among other things, the officer’s accomplishments of priorities, contributions to the Company’s strategic initiatives, execution of leadership objectives and developments within our markets.

Executive Compensation Program Objectives

We believe that our executive compensation programs should: (i) link pay with performance; (ii) be aligned with stockholder interests; (iii) support the execution of our business strategy; and (iv) attract, retain and reward the best talent. To achieve these goals, our executive compensation programs are designed to:

Executive Compensation Program Principles

Our HRCC uses the following principles to implement our executive compensation philosophy and achieve our executive compensation program objectives:

21

Table of Contents

Applying these principles results in pay packages where a significant portion of compensation is put “at risk,” in the form of performance-based annual and long-term incentives. We believe our executive pay packages support our commitment to sound corporate governance and reflect many “best practices”, including:

22

Table of Contents

Stockholder Feedback and Say-on-Pay Vote Results.

At our 2013 Annual Meeting of Stockholders, we held our annual non-binding stockholder advisory vote to approve executive compensation (“say-on-pay”). Our stockholders approved our fiscal 2012 executive compensation, with more than 86 percent of voting stockholders casting their vote in favor of the say-on-pay resolution. The HRCC took this support level as an indication that shareholders were supportive of our pay design and decisions in fiscal 2012.

In conversations with shareholders on other topics throughout the year, we did not hear of any specific issues with the design of our compensation program. Therefore we have not specifically made any changes to our compensation programs as a result of the 2013 say-on-pay vote or our shareholder outreach efforts during 2013. Our HRCC is dedicated to continuous improvement of the existing executive compensation program to reflect an appropriate alignment of pay and performance and will continue to review stockholder concerns in designing and implementing the Company’s executive compensation program.

Setting Executive Compensation

Oversight of Compensation Programs.    Our HRCC is responsible for overseeing our executive compensation programs. See page 13 of this proxy statement for more information on the role and responsibilities of our HRCC concerning executive compensation and related corporate governance, and page 12 of this proxy statement for a discussion of the Company’s assessment of risk related to its compensation programs.

Role of the Independent Consultant.    As disclosed on page 14 of this proxy statement, our HRCC utilized the services of Pay Governance LLC (Pay Governance), an independent compensation consulting firm, to advise it on executive compensation, equity plan design and related corporate governance matters. Our HRCC reviewed the six independence factors set out in the Nasdaq Rules and determined that Pay Governance was independent and without conflicts of interest for 2013. This determination was reached after reviewing the following factors: (i) whether Pay Governance provides any other services to the Company; (ii) the amount of fees paid relative to the total revenue of the firm; (iii) policies in place to prevent conflicts of interest; (iv) any personal or business relationships with members of our HRCC; (v) ownership of Company stock; and (vi) any personal or business relationships with named executive officers.

Role of Executive Officers in Compensation Decisions.    Our HRCC approves all compensation decisions for our named executive officers. The Chief Executive Officer annually reviews the performance of each of the named executive officers other than himself. Following the performance reviews, the Chief Executive Officer presents compensation recommendations to our HRCC for consideration. Our HRCC with input from the full Board reviews the Chief Executive Officer’s performance. Our HRCC has full discretion to approve, modify or reject any recommended compensation adjustments or awards made to the named executive officers.

Role of our Human Resources and Compensation Committee.    Our HRCC engages in a rigorous process in determining the total compensation of our named executive officers. This process involves setting Company performance and strategic and operational goals for the named executive officers near the beginning of each fiscal year and evaluating the performance of the named executive officers against those pre-established goals. Our HRCC determines and approves the compensation of the named executive officers based on this evaluation. In evaluating named executive officer compensation, our HRCC, as noted above, has retained the services of Pay Governance and considers recommendations from the Chief Executive Officer with respect to goals and compensation of the other named executive officers other than the Chief Executive Officer. Our HRCC assesses the information it receives in accordance with its business judgment.

Use of a Peer Group.    Our HRCC evaluates our executive compensation programs in comparison to those of a select peer group, which in 2013 consisted of 16 similarly-sized public professional services companies. Our HRCC uses the peer group to compare total direct compensation and the mix of compensation elements for each

23

Table of Contents

named executive officer against positions at peer group companies with similar responsibilities. Our HRCC also uses the peer group to review executive pay programs and practices at those companies.

For 2013 the peer group consisted of the following companies, which our HRCC determined will continue to be used for 2014 with the exception of Dolan Co. (which delisted as a public company in 2014):

The 2013 peer group is comprised of the same companies as the 2012 peer group.

In setting compensation, the HRCC considers the peer group companies with which we directly compete for executive talent and stockholder investment. Our HRCC also relies on its general knowledge of executive compensation levels and practices. Most of the Company’s executive search and leadership advisory competitors, from which executive talent is often recruited, are privately held and therefore not included in the above list of our public peer group companies as information on their compensation practices is difficult to obtain.

We do not set a specific, relative percentile positioning for total direct compensation, or the elements of total direct compensation, as a target for named executive officer pay levels. Rather, we review the total direct compensation range for each position and the mix of elements to ensure that compensation is adequate to attract and retain key named executive officers. To ensure that compensation is linked to performance, our named executive officer compensation program is designed to deliver at least 65 percent of total direct compensation through variable pay. Our named executive officer compensation program is also designed to ensure that a significant proportion of the named executive officer’s compensation is delivered in equity and thus aligned with the interests of our stockholders.

2013 Named Executive Officer Compensation Components

Alignment with our executive compensation philosophy is achieved through the executive compensation components for our named executive officers outlined below.

24

Table of Contents

Interim Chief Executive Officer

Jory J. Marino.    The Board appointed Jory J. Marino, a long tenured search consultant and Regional Leader, Americas, to serve as the Company’s Interim Chief Executive Officer beginning July 15, 2013. Mr. Marino served as our Interim Chief Executive Officer through the remainder of fiscal 2013 and until the Board appointed Tracy R. Wolstencroft as our permanent President and Chief Executive Officer on February 3, 2014.

Mr. Marino was not serving as our Chief Executive Officer when the named executive officers’ compensation was established for 2013. Consequently, the 2013 compensation for Mr. Marino (and our former CEO) does not reflect service as our Chief Executive Officer for all of fiscal 2013.

25

Table of Contents

At the Board’s request, Mr. Marino agreed to serve as our Chief Executive Officer on an interim basis beginning on July 15, 2013. Because of his ongoing and important contributions to the Company’s clients, and his deep-rooted role as an advisor to the Company’s consultant base, our HRCC determined that during this period it was appropriate to continue Mr. Marino’s existing consulting and management compensation arrangements as much as possible. As a result, Mr. Marino’s pay for 2013 was not like that of our other named executive officers. Specifically, during 2013, Mr. Marino:

Former Chief Executive Officer

L. Kevin Kelly.    Mr. Kelly served as our President and Chief Executive Officer from the beginning of 2013 until his resignation on July 15, 2013 (Mr. Kelly subsequently terminated employment as a consultant on August 23, 2013). Consequently the 2013 compensation for Mr. Kelly does not reflect service as our Chief Executive Officer for all of fiscal 2013.

On October 7, 2013, the Company and Mr. Kelly entered into a separation agreement, the terms and conditions of which are entirely consistent with, and do not exceed the benefits to which he was previously entitled under the Company’s severance policies for named executive officers and his employment agreement, all of which have been discussed in the Company’s previous proxy statements.

As provided for in the Company’s Severance Plan applicable to our named executive officers and Mr. Kelly’s employment agreement, under the terms of the severance agreement, Mr. Kelly will receive over a 2 year period approximately $3.865 million as severance calculated as: (i) 24 months of base salary and target bonus, for a total of $3.360 million; (ii) a pro rata bonus for 2013, which totaled $504,525 but was payable in 2014 only if a bonus was paid to the Company’s other executive officers; and (iii) continued health benefits with the cost sharing arrangement between Mr. Kelly and the Company in place at the time of his termination of service to the Company, for 24 months or until Mr. Kelly becomes eligible for such benefits under another employer’s benefit plan, whichever is sooner. The receipt of benefits under the severance agreement is conditioned upon Mr. Kelly’s continued adherence to the non-compete and non-solicitation covenants in his employment agreement for 12 months and the confidentiality provisions indefinitely. The severance agreement also contained a general release of all claims and liabilities by Mr. Kelly in favor of the Company and its current and former employees, officers and directors.

26

Table of Contents

Mr. Kelly did not receive any salary increase or annual bonus for either 2012 or 2013 beyond that provided for in his separation agreement. In addition, all of his outstanding LTI awards of PSUs and RSUs, which were granted in March 2011, 2012 and 2013, and had an aggregate grant value of over $3.6 million, were forfeited in full upon his resignation.

Variable Compensation

Our HRCC believes that our named executive officers should be rewarded upon the achievement of financial and non-financial objectives that either influence or contribute to stockholder value creation. Consistent with our “pay for performance” philosophy, our HRCC established variable compensation for both of the named executive officers who served the entire fiscal 2013 (Messrs. Pehlke and Beard).

Base Salary

For each named executive officer, base salaries are reviewed against levels for positions with similar responsibilities at the peer group companies, using the comparative data prepared by our HRCC’s compensation consultant. Our HRCC then considers individual performance, internal pay equity, functional expertise, experience and scope of responsibilities in approving any changes to the base salary.

As a reflection of the continued challenging economic environment, management did not recommend, and our HRCC did not approve an increase to base salaries for our named executive officers in 2013 except where an officer assumed additional duties and responsibilities during the year.

Annual Incentives

Our Management Incentive Plan or MIP is the vehicle through which we reward our named executive officers with an annual cash bonus for achieving specific performance goals over a one-year period. Under our MIP, determination of the payout level (if any) for each named executive officer’s award is based upon the achievement of a combination of Company performance metrics (weighted at 75 percent) and individual performance factors (weighted at 25 percent). Our HRCC has discretion to modify any payouts (upwards or downwards) under the MIP as appropriate to ensure plan objectives are met, taking into consideration a variety of Company specific or environmental factors. Our MIP awards are subject to the Claw-back Policy adopted by our HRCC.

In 2013 our MIP included three Company performance metrics to determine the pay-out level (if any) of awards: consolidated net revenue, operating margin and revenue per consultant. Payout amounts were set for each metric based on a graduated scale, which included “Minimum”, “Target” and “Maximum” performance levels and corresponding bonus payment levels based on the Company’s business plan and other operational and environmental factors. When setting the 2013 performance targets, non-recurring items such as severance payments made to our former Chief Executive Officer and certain purchase accounting effects relating to the Company’s acquisition of Senn Delaney were factored into the target level as the HRCC believes this practice provides a more appropriate comparison of the Company’s year-over-year performance.

27

Table of Contents

Under our MIP, “Target” performance is the level at which a participant will earn 100 percent of his or her target award. Depending upon the relationship of the Company’s actual financial performance and the individual’s annual evaluation, final payouts under our MIP may be as little as zero and as high as 150 percent of Target. The HRCC sets Company and individual performance goals for the named executive officers at the beginning of the performance period. These goals consist of both quantitative and qualitative performance objectives. Our HRCC considers the reviews conducted by the Chief Executive Officer of the other named executive officers and conducts its own review of the Chief Executive Officer’s performance against those pre-established performance objectives, as well as Company performance milestones achieved during the year.

For 2013, the Company’s financial performance met all “Minimum” performance levels. The Company also met or exceeded each “Target” performance level, with the exception of consolidated net revenue. As a result, the Company performance portion of the MIP was calculated at 93%.

As discussed under the Section heading 2013 Year in Review on page 19, both Messrs. Pehlke and Beard were instrumental in maintaining the quality of the Company’s operations during the year, while effectively executing on individual goals. Their efforts created notable value for the Company and its shareholders, and consequently the HRCC determined that the individual performance component of their MIP payments would be calculated at 125%.

The 2013 bonus paid to each named executive officer under our MIP are set forth below and are fully deductible under Section 162(m) of the Internal Revenue Code of 1986. Of these amounts, 85 percent was paid on March 14, 2014 and the remaining 15 percent will be paid in equal annual installments over the three years beginning in 2015. Because his resignation as our Chief Executive Officer occurred prior to the date the MIP bonuses were paid, Mr. Kelly, did not receive a MIP bonus for 2013. Mr. Marino, our interim Chief Executive Officer was not eligible to participate in the MIP.

Long-Term Incentives

Our HRCC approved certain long-term incentives for the named executive officers in place granted on March 8, 2013 that were provided for under our 2012 GlobalShare Plan. Our LTI program for named executive officers is designed to:

28

Table of Contents

Although our 2012 GlobalShare Plan allows us to issue a variety of equity based awards, our current LTI awards issued to our named executive officers consist of:

When issuing annual LTI awards, we calculate the number of RSUs or PSUs awarded to the named executive officer by dividing the total dollar value of LTI compensation granted to the officer by the closing price of our Common Stock on the grant date (usually in March of the grant year). All outstanding RSUs and PSUs are credited with dividend equivalents that are payable in cash following vesting. The primary purpose of crediting dividend equivalents on LTI awards is to provide the participant with the same economic benefit as stockholders over the course of the vesting period, but only to the extent the award vests.

In 2013 we issued LTI awards to Messrs. Pehlke, Beard and Kelly, with half of their LTI awards issued as PSUs and the other half issued as RSUs. Mr. Marino was not eligible for a 2013 LTI equity award. Mr. Kelly’s total 2013 LTI award target was 125 percent of his base salary, but the entire award was forfeited upon his resignation. Each of the other named executive officers had an LTI target opportunity equal to 100 percent of base salary. See the “2013 Grants of Plan-Based Awards” Table on page 35 for more details on the equity grants that our HRCC approved. The following is a summary of the outstanding LTI awards issued to Messrs. Pehlke and Beard in 2013.

The LTI targets for all of our outstanding PSUs are discussed in more detail below and were based on our HRCC’s review of publicly disclosed data for our 2013 peer group for each position and internal pay equity considerations, as well as the Chief Executive Officer’s recommendations and a review of individual performance and potential.

2013-2015 Performance Stock Units.    Our 2013 PSUs issued to Messrs. Beard and Pehlke will vest over a three-year period and be subject to target goals for the Company’s average operating income over the 2013 though 2015 fiscal years. The number of shares eventually earned and paid to our named executive officers (if any) will be based on a graduated scale ranging from 0 to 200 percent of the initial target amount, depending on the Company’s three-year actual average operating income, relative to our annual operating plan goals for that period.

29

Table of Contents

The Company achieved the operating income performance target set by the HRCC for 2013. When setting the 2013 performance target, non-recurring items such as severance payments and certain purchase accounting effects relating to the company’s acquisition of Senn Delaney were factored into the target levels as the HRCC believes this practice provides a more appropriate comparison of the Company’s year-over-year performance.

Since the Company achieved the operating income goal for 2013, the award is currently on track to vest at 100 percent or above target if the Company achieves or surpasses its operating income goals in 2014 and 2015. Our HRCC establishes future operating income goals in the beginning of 2014 and 2015. After the end of the three-year period, the target number of PSUs may be adjusted based on the average operating income (expressed as a percentage of the Company’s target operating income goals) for each annual performance period as follows:

We set performance goals for our PSUs using a three-year average performance approach because:

2012-2014 Performance Stock Units.    In March 2012, we granted PSUs to Messrs. Pehlke, Beard and Kelly who were our named executive officers at the time. Mr. Kelly’s PSUs were forfeited upon his resignation from the Company.

The 2012 PSUs will vest over a three-year period and be subject to target goals for the Company’s average operating income over the 2012 though 2014 fiscal years. The number of shares eventually earned and paid to our named executive officers (if any) will be based on a graduated scale ranging from 0 to 200 percent of the initial target amount, depending on the Company’s three-year average operating income, relative to our annual operating plan goals for that period.

The Company did not meet its operating income goal for 2012, but did meet its operating income goal for 2013. Consequently, if the Company meets its operating income goal for 2014, the three-year average of actual Company operating income performance would be more than 75 percent of our annual operating plan goals for that period. This would result in a 2012 PSU pay-out of approximately 68% of the initial target amount.

Payout of 2011-2013 Performance Stock Units.    In 2011, we granted PSUs to Messrs. Beard and Kelly, who were our named executive officers at the time. Mr. Kelly’s PSUs were forfeited upon his resignation from the Company.

The Company’s performance with respect to actual operating income relative to the Company’s target goals for the three fiscal years from 2011 through 2013 warranted a payout of 50 percent of the target amount which resulted in the issuance of 2,530 shares of Common Stock to Mr. Beard. No other current named executive officers received a 2011 grant of PSUs.

30

Table of Contents

Stock Ownership Guidelines.    To enhance the alignment of named executive officers’ interests with that of stockholders, we maintain stock ownership guidelines that were amended by our HRCC on May 24, 2007. Each new executive officer has five years to achieve a stock ownership level equal to a multiple of base salary. The stock ownership guidelines are as follows:

In determining compliance with these guidelines, we include both direct stock ownership and RSU grants, but do not consider PSUs. Each of the named executive officers subject to the policy either satisfied the stock ownership guidelines or is on track to do so within the requisite five-year period.

Perquisites and Other Personal Benefits

We provide our named executive officers with the same benefits that are provided to all employees generally, including medical, dental and vision benefits, group term life insurance and participation in our 401(k) plan. The named executive officers are also reimbursed for expenses incurred for an annual physical examination, for financial planning services (maximum reimbursement for financial planning is $1,080 per year or $3,150 if expenses are incurred for the first time), and permitted limited incidental personal use of business club memberships. Additionally, pursuant to his 2007 employment agreement with the Company, the Company reimbursed Mr. Kelly for the monthly dues for one country club and any initial membership costs used for business entertainment purposes. None of the other named executive officers were provided this perquisite in their employment agreements.

Other Executive Compensation Arrangements

We have adopted other executive compensation arrangements, including our Change in Control Severance Plan (CIC Plan), designed to retain executives in a period of uncertainty; our Management Severance Pay Plan (Severance Plan), designed to provide financial assistance to executives following termination of employment; and employment agreements with each named executive officer. The material terms and conditions of these plans and agreements are summarized below.

“Double-Trigger” CIC Plan.    We maintain a CIC Plan for certain of our executives, including the named executive officers. The CIC Plan provides severance benefits to the executive if his or her employment is terminated by us without “cause”, or if he or she terminates employment with us for “good reason” (each term as defined in the Plan), within two years after a change in control of the Company (or within six months prior to a change in control of the Company if such termination is effected prior to, but in anticipation of, the change in control). The severance benefits payable to the named executive officers under the CIC Plan, as well as other material terms and conditions, are described in detail under the section entitled “Contingent Payments” on page 41.

We believe that the protection and benefits provided by the CIC Plan motivate our executives to act in the best interests of our stockholders by removing the distraction of post-change of control uncertainties faced by the executive officers with regard to their continued employment and compensation. Change in control protection for executives is also prevalent in the competitive environment in which we operate. The CIC Plan also contains restrictive covenants that prohibit the executives from competing and soliciting clients and employees for a certain period of time following a termination of employment.

Severance Plan.    The Severance Plan provides severance benefits to certain eligible employees, including the named executive officers. Benefits are paid to an eligible employee who is involuntarily terminated by us for other than cause (as defined in the Plan) and is not offered employment with the Company or a successor to the Company. The severance benefits payable to the named executive officers under the Severance Plan, as well as other material terms and conditions, are described in detail under the section entitled “Contingent Payments” on page 41.

31

Table of Contents

Employment Agreements

Below is a summary of the material terms and conditions of the employment agreements we have in place with our named executive officers as of December 31, 2013. We also entered into a separation agreement with Mr. Kelly in connection with his resignation from the Company, as discussed above under “Former Chief Executive Officer.”

Richard Pehlke.    On August 15, 2011, Mr. Pehlke was appointed as our Executive Vice President and Chief Financial Officer. Mr. Pehlke’s letter agreement provides that he is eligible to receive an annual base salary of $375,000 for 2013 (which was increased to $400,000 for 2014), participation in the MIP at Tier I with a target bonus opportunity equal to 100 percent of base salary for the fiscal year, participation in the CIC Plan and Severance Plan at the Tier I level, participation in our equity programs, and participation in our benefit plans at the same level as other senior executives. The agreement contains one-year post-termination non-solicitation and non-competition restrictions.

Stephen W. Beard.    In connection with his promotion to Executive Vice President, General Counsel and Secretary, we entered into an employment agreement with Mr. Beard dated February 11, 2011, which was amended and restated on May 18, 2011. The agreement provides for an annual base salary, which for 2013 was $350,000 due to his promotion to Chief Administrative Officer as of January 1, 2013. His salary is subject to annual review (but no decrease), participation in the MIP at Tier I with a target bonus opportunity equal to 100 percent of base salary for the fiscal year, participation in the CIC Plan and Severance Plan at the Tier I level, participation in our equity programs, and participation in our benefit plans at the same level as other senior executives. The agreement contains one-year post-termination non-solicitation and non-competition restrictions.

Jory J. Marino.    On February 25, 2013 the Company entered into an employment agreement with Jory J. Marino in connection with his service as Regional Leader, Americas, the terms of which are described under the heading “Interim Chief Executive Officer” on page 26. Additionally we have also agreed to reimburse Mr. Marino for reasonable and customary expenses actually incurred, including the cost of temporary housing (which includes a residence during his tenure as Interim Chief Executive Officer, in Chicago, Illinois, the Company’s headquarters). Mr. Marino continued to be entitled to the same benefits that are provided to all employees generally, including medical, dental and vision benefits, group term life insurance, and participation in the Company’s 401(k) plan.

Under the terms of his agreement, if the Company terminates Mr. Marino’s employment without cause, Mr. Marino will be entitled to a severance benefit equal to 75 percent of his Regional Leader base salary and target management bonus. The agreement with Mr. Marino also contains customary provisions regarding non-solicitation of employees and non-competition upon termination of employment for a period of one year, as well as customary confidentiality provisions.

Tracy R. Wolstencroft.    In February 2014, the Company entered into an employment agreement with our new President and Chief Executive Officer, Tracy R. Wolstencroft, under which he will receive:

Mr. Wolstencroft will participate in MIP at the Tier I level, the CIC Plan and Severance Plan at the Tier I level and our equity programs and our benefit plans at the same level as other senior executives. The agreement provides for severance payable upon termination without cause or resignation for good reason, as well as customary restrictive covenants in favor of the Company.

32

Table of Contents

In addition, the Company also entered into separate one time equity award agreements with Mr. Wolstencroft providing for:

Payment of the RSUs and PSUs issued to Mr. Wolstencroft are subject to his continued employment with the Company.

Claw-back Policy

We have adopted a Claw-back Policy which is intended to incorporate the SEC’s forthcoming rules regarding the recoupment of executive compensation (i.e., claw-backs) under the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the Sarbanes-Oxley Act of 2002 requirements. This policy will be applied to all applicable incentive compensation for our named executive officers and will enable the Company to take the steps necessary to recoup executive compensation when warranted.

Deductibility of Executive Compensation

Section 162(m) of the Code limits the deduction that a publicly held corporation is allowed for compensation paid to the chief executive officer and the other three most highly compensated executive officers other than the chief financial officer. Amounts in excess of $1 million paid to a covered executive, other than performance-based compensation, cannot be deducted. We consider ways to maximize the deductibility of executive compensation but reserve the right to compensate executive officers in a manner commensurate with performance and the competitive environment for executive talent. As a result, some portion of executive compensation paid to an executive officer whose compensation is subject to the deduction limits described above may not be deductible in the United States. We have taken appropriate steps, including obtaining stockholder approval, with the intention of enabling stock options and performance-based awards made pursuant to the 2012 GlobalShare Plan and annual incentives under the MIP to be fully deductible where consistent with our compensation strategy.

33

Table of Contents

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or earned by each of the named executive officers for the last three fiscal years, and only reflect information for those years in which the officer served as a “named executive” of the Company.

34

Table of Contents

2013 GRANTS OF PLAN-BASED AWARDS TABLE

The table below sets forth certain information with respect to awards that were granted during the fiscal year ended December 31, 2013 for each named executive officer.

35

Table of Contents

2013 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

The table below includes certain information with respect to restricted stock units and performance stock units previously awarded to the named executive officers that were outstanding as of December 31, 2013. The market value of each award was determined using our closing stock price on December 31, 2013 (the last trading day of 2013), $20.14.

36

Table of Contents

2013 OPTION EXERCISES AND STOCK VESTED TABLE

The table below includes certain information with respect to the vesting of restricted stock units for the named executive officers during the fiscal year ended December 31, 2013. No stock options were exercised by the named executive officers during 2013.

37

Table of Contents

PENSION BENEFITS

Pension benefits are not provided to any of our named executive officers.

NONQUALIFIED DEFERRED COMPENSATION

Pursuant to our U.S. Employee Deferred Compensation (EDC) Plan, each named executive officer (based in the U.S. only) may defer up to 25% of his or her base salary not to exceed $500,000 per year and/or up to 25% of his or her cash incentive compensation not to exceed $500,000 per year. The purpose of the EDC Plan is to facilitate future wealth creation and individual financial planning by deferring payments earned today to the future.

A participant completes an election form at the time he or she enrolls in our EDC Plan and chooses from investment funds offered by Vanguard (the EDC Plan Administrator). We do not contribute to the amount deferred nor do we provide above market rates on the investment funds. Vanguard calculates the earnings for the funds selected for each participant’s account. A participant makes distribution elections on the enrollment form and can elect to receive his or her distributions on either a date specified in the future (as long as it is at least three years from the effective date that contributions begin) or upon termination. A participant can also elect to receive his or her distributions in either a lump sum or in installments (over five, ten or fifteen years) paid quarterly and/or on a declining balance approach.

In 2013, the only named executive officer who participated in, or had an account balance under our EDC was Mr. Marino.

POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL

We provide certain benefits to eligible employees upon certain types of termination of employment, including a termination of employment following a change in control of the Company. Certain benefits are in addition to the benefits to which the employee would be entitled upon a termination of employment generally (i.e., vested retirement benefits accrued as of the date of termination, equity-based awards that are vested as of the date of termination, and the right to continued medical coverage pursuant to COBRA). These incremental benefits as they pertain to the named executive officers are described below.

CIC Plan

All named executive officers who are officers subject to Section 16 of the Securities Exchange Act of 1934 are participants under the CIC Plan. The CIC Plan provides severance benefits to the executive if he or she is terminated by us without cause, or if the executive terminates his or her employment with us for good reason, within two years of a change in control of the Company (or within six months prior to a change in control of the Company if such termination is effected prior to, but in anticipation of, the change in control).

38

Table of Contents

The following benefits are to be provided under the CIC Plan to a participant upon a qualifying termination of employment: