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 June 20, 2023, the Board of Directors (the “Board”) of Heidrick & Struggles International, Inc. (the “Company”), following the recommendation of its Nominating and Board Governance Committee, appointed Mr. John L. Berisford to serve on the Board, effective immediately. Mr. Berisford will serve on the Human Resources and Compensation Committee of the Board.
The Board has determined that Mr. Berisford qualifies as an independent director. There is no arrangement or understanding between Mr. Berisford and any other person pursuant to which he was selected and appointed as a director. There is no transaction between Mr. Berisford and the Company that would be reportable under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934.
Mr. Berisford will receive compensation consistent with what the Company provides to its other non-employee directors as described under the heading “Non-Employee Director Compensation” in the Company’s definitive Proxy Statement for its 2023 Annual Meeting of Stockholders (“2023 Annual Meeting”) filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2023 (“2023 Proxy Statement”). Mr. Berisford will receive an annual cash retainer consistent with that described in the Company’s 2023 Proxy Statement, prorated based on the date of his appointment to the Board. In addition, Mr. Berisford will receive an annual equity award of either restricted stock units or shares of common stock with a grant date fair value consistent with the annual equity awards granted to other non-employee directors of the Company on the date of the 2023 Annual Meeting, prorated based on the date of Mr. Berisford’s appointment to the Board.
Mr. Berisford will also enter into the Company’s standard form of Director and Officer Indemnification Agreement with the Company. Such form of indemnification agreement was included as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on October 25, 2021.
In connection with the foregoing, on June 20, 2023, the Board approved an increase in the size of the Board from seven directors to eight directors, effective immediately.
A copy of the Company’s press release announcing the appointment of Mr. Berisford 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 June 22, 2023 | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |
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: June 22, 2023 | /s/ Tracey Heaton | |||||
| Name: Tracey Heaton | ||||||
| Title: Chief Legal Officer & Corporate Secretary | ||||||