UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 23, 2021, the Board of Directors (the “Board”) of Heidrick & Struggles International, Inc. (the “Company”), following the recommendation of the Nominating and Board Governance Committee, appointed Ms. Mary E. G. (“Meg”) Bear to serve on the Board, effective immediately. Ms. Bear will serve on the Human Resources and Compensation Committee of the Board.
The Board has determined that Ms. Bear qualifies as an independent director. There is no arrangement or understanding between Ms. Bear and any other person pursuant to which she was appointed as a director. There is no transaction between Ms. Bear and the Company that would be reportable under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934. Ms. Bear will receive the same compensation that the Company provides to its other non-employee directors as described under the heading “Director Compensation” in the Company’s 2021 proxy statement filed on April 16, 2021.
In connection with the foregoing, the Board approved an increase in the size of the Board from seven directors to eight directors, effective as of September 23, 2021.
A copy of the Company’s press release announcing the appointment of Ms. Bear as a director is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Heidrick & Struggles International, Inc. Press Release, dated September 29, 2021 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEIDRICK & STRUGGLES INTERNATIONAL, INC. (Registrant) | ||||||
| Date: September 29, 2021 | By: | /s/ Krishnan Rajagopalan | ||||
| Name: Krishnan Rajagopalan | ||||||
| Title: President and Chief Executive Officer | ||||||