Heidrick & Struggles International Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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 22, 2025. A total of 20,625,184 shares of the Company’s common stock were entitled to vote as of March 27, 2025, the record date for the Annual Meeting. There were 18,510,616 shares present in person or by proxy at the Annual Meeting, at which stockholders voted on three 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 eight directors, each to serve a one-year term expiring at the Company’s 2026 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 | 15,784,587 | 1,296,484 | 1,429,545 | |||
| Mary E.G. Bear | 16,978,667 | 102,404 | 1,429,545 | |||
| John Berisford | 16,813,428 | 267,643 | 1,429,545 | |||
| Timothy Carter | 17,019,357 | 61,714 | 1,429,545 | |||
| Vijaya Kaza | 16,866,651 | 214,420 | 1,429,545 | |||
| Thomas L. Monahan III | 16,864,664 | 216,407 | 1,429,545 | |||
| Stacey Rauch | 15,823,166 | 1,257,905 | 1,429,545 | |||
| Adam Warby | 15,987,034 | 1,094,037 | 1,429,545 |
| 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 | |||
| 16,027,852 | 991,710 | 61,509 | 1,429,545 |
| Proposal 3. | Ratification of the Appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for the 2025 Fiscal Year. |
By the following vote, the Company’s stockholders approved this proposal.
| For |
Against |
Abstentions | ||
| 18,398,464 | 97,008 | 15,144 |
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 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: May 22, 2025 | /s/ Tracey Heaton | |||||
| Name: | Tracey Heaton | |||||
| Title: | Chief Legal Officer & Corporate Secretary | |||||