UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 - Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders (the “Annual Meeting”) of Heidrick & Struggles International, Inc. (the “Company”) was held on May 25, 2023. A total of 20,037,277 shares of the Company’s common stock were entitled to vote as of March 30, 2023, the record date for the Annual Meeting. There were 18,557,363 shares present in person or by proxy at the Annual Meeting, at which stockholders voted on five proposals. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such matter.
The results of the matters submitted to the Company’s stockholders at the Annual Meeting were as follows:
| Proposal 1. | Election of Directors. |
By the following vote, the Company’s stockholders elected the following seven directors, each to serve a one-year term expiring at the Company’s 2024 annual meeting of stockholders. Each director will hold office until his or her successor has been duly elected and qualified or until the director’s earlier resignation or removal.
| For | Withheld | Broker Non-Votes | ||||
| Elizabeth L. Axelrod |
16,718,190 | 207,320 | 1,631,853 | |||
| Mary E.G. Bear |
16,745,957 | 179,553 | 1,631,853 | |||
| Lyle Logan |
16,751,987 | 173,523 | 1,631,853 | |||
| T. Willem Mesdag |
16,731,304 | 194,206 | 1,631,853 | |||
| Krishnan Rajagopalan |
16,753,121 | 172,389 | 1,631,853 | |||
| Stacey Rauch |
16,618,770 | 306,740 | 1,631,853 | |||
| Adam Warby |
16,581,189 | 344,321 | 1,631,853 |
| Proposal 2. | Advisory Vote to Approve Named Executive Officer Compensation. |
By the following vote, the Company’s stockholders approved this proposal.
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 15,752,185 | 1,095,715 | 77,610 | 1,631,853 |
| Proposal 3. | Advisory Vote to Hold Future Advisory Votes to Approve Named Executive Officer Compensation Every Year, Every Two Years or Every Three Years. |
By the following votes, the Company’s stockholders voted, on an advisory basis, to hold future advisory votes on the compensation of the Company’s named executive officers every year.
| Every Year |
Every Two Years |
Every Three Years |
Abstentions |
Broker Non-Votes | ||||
| 15,286,284 | 11,328 | 1,610,993 | 16,905 | 1,631,853 |
Based on the voting results of Proposal 3 described above, and consistent with the Board of Directors’ recommendation, the Company will hold future advisory votes each year until the next required advisory vote on the frequency of the advisory vote on executive compensation, which will occur no later than the Company’s 2029 annual meeting of stockholders.
| Proposal 4. | Ratification of the Appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for the 2023 Fiscal Year. |
By the following vote, the Company’s stockholders approved this proposal.
| For |
Against |
Abstentions | ||
| 18,445,099 | 105,585 | 6,679 |
| Proposal 5. | Approval of the Fourth Amended and Restated Heidrick & Struggles 2012 GlobalShare Program. |
By the following vote, the Company’s stockholders approved this proposal.
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 16,082,267 | 832,798 | 10,445 | 1,631,853 |
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: May 25, 2023 | /s/ Tracey Heaton | |||||
| Name: Tracey Heaton | ||||||
| Title: Chief Legal Officer & Corporate Secretary | ||||||