UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 19, 2007
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-25837 | 36-2681268 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 233 South Wacker Drive, Suite 4200, Chicago, IL | 60606-6303 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (312) 496-1200
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On September 19, 2007 the board of directors of Heidrick & Struggles International, Inc., (“Heidrick & Struggles” or the “Company”) elected Gary E. Knell, to be a member of the Company’s board of directors.
The addition of Mr. Knell brings the total number of directors of Heidrick & Struggles to ten. Eight of the ten members of the Company’s board of directors are determined to be “independent” in accordance with the standards promulgated by the NASDAQ Global Select Market and by the Securities and Exchange Commission.
Knell, 53, is President and Chief Executive Officer of Sesame Workshop, the nonprofit educational organization behind Sesame Street and other programs.
Previously, he was Managing Director of Manager Media International, a print and multimedia publishing company based in Bangkok, Hong Kong and Singapore. He also has served as Senior Vice President and General Counsel at WNET/Channel 13 in New York, was Counsel to the U.S. Senate Judiciary and Governmental Affairs Committees, and worked in the California State Legislature and Governor’s Office.
Knell is a member of the Council on Foreign Relations, serves on the Board of Governors of the National Geographic Education Foundation and is a board member of AARP Services, Inc.; Save the Children; Business for Diplomatic Action; and American Public Television. He is also an advisor to WFUV, public radio at Fordham University, the Annenberg School of Communications at USC, and Common Sense Media.
He holds a bachelor’s degree in political science and journalism from the University of California at Los Angeles and a J.D. from Loyola University School of Law.
In accordance with the Company’s compensation program for non-employee directors, Mr. Knell will receive (i) an annual cash retainer of $75,000 payable on a quarterly basis and (ii) an annual equity retainer of $75,000 (pro rated for his initial term) payable in the form of restricted stock units awarded on the date of the Company’s annual meeting of stockholders. Under the compensation program, Mr. Knell may elect to receive shares of common stock in lieu of restricted stock units.
A copy of the Company’s press release relating to this event is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits: |
| Exhibit Number |
Description | |
| 99.1 | Company Press Release dated September 25, 2007 |
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.
Dated: October 3, 2007
| HEIDRICK & STRUGGLES INTERNATIONAL, INC. | ||
| By: | /s/ K. Steven Blake | |
| K. Steven Blake, Executive Vice President, | ||
| General Counsel and Secretary | ||
Exhibit 99.1
| News | FOR IMMEDIATE RELEASE |
Heidrick & Struggles Names New Independent Director to Its Board
CHICAGO, (September 25, 2007) — Heidrick & Struggles International, Inc.(NASDAQ: HSII), the world’s premier executive search and leadership consulting firm, today announced it has named Gary E. Knell to its Board of Directors.
Knell, 53, is President and Chief Executive Officer of Sesame Workshop, the nonprofit educational organization behind Sesame Street and other programs.
Previously, he was Managing Director of Manager Media International, a print and multimedia publishing company based in Bangkok, Hong Kong and Singapore. He also has served as Senior Vice President and General Counsel at WNET/Channel 13 in New York, was Counsel to the U.S. Senate Judiciary and Governmental Affairs Committees, and worked in the California State Legislature and Governor’s Office.
“Gary is a highly energetic, focused and proven media executive with solid international experience,” said Kevin Kelly, President and CEO of Heidrick & Struggles. “His background, skill set and personality make him an excellent addition to our Board.”
Added Richard Beattie, Chairman of the Heidrick & Struggles Board: “Gary is a remarkable executive whose broad international exposure and nonprofit experience will serve Heidrick & Struggles quite well.”
Knell is a member of the Council on Foreign Relations, serves on the Board of Governors of the National Geographic Education Foundation and is a board member of AARP Services, Inc.; Save the Children; Business for Diplomatic Action; and American Public Television. He is also an advisor to WFUV, public radio at Fordham University, the Annenberg School of Communications at USC, and Common Sense Media.
He holds a bachelor’s degree in political science and journalism from the University of California at Los Angeles and a J.D. from Loyola University School of Law.
With the addition of Knell, the Heidrick & Struggles Board comprises eight independent directors and two inside directors.
About Heidrick & Struggles International, Inc.
Heidrick & Struggles International, Inc. is the world’s premier provider of senior-level executive search and leadership consulting services, including talent management, board building, executive on-boarding and M&A effectiveness. For more than 50 years, we have focused on quality service and built strong leadership teams through our relationships with clients and individuals worldwide. Today, Heidrick & Struggles leadership experts operate from principal business centers in North America, Latin America, Europe and Asia Pacific. For more information about Heidrick & Struggles, please visit www.heidrick.com.
Safe Harbor Statement
This press release contains forward-looking statements. The forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry in which we operate and management’s beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” “forecasts,” and similar expressions. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed, forecasted or implied in the forward-looking statements. Factors that may affect the outcome of the forward-looking statements include, among other things: our ability to attract and retain qualified executive search consultants; the condition of the economies in the United States, Europe, or elsewhere; social or political instability in markets where we operate; the impact of foreign currency exchange rate fluctuations; price competition; the ability to forecast, on a quarterly basis, variable compensation accruals that ultimately are determined based on the achievement of annual results; delays or difficulties in integrating the Highland Partners search operations; an inability to achieve the planned cost savings from our cost-reduction initiatives; an inability to sublease or assign unused office space; our ability to realize our tax loss carryforwards; the timing of any deferred tax asset valuation allowance reversals; the mix of profit and loss by country; an impairment of our goodwill and other intangible assets; and delays in the development and/or implementation of new technology and systems. Our reports filed with the U.S. Securities and Exchange Commission also include information on factors that may affect the outcome of forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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Contacts
Investors & Analysts:
Julie Creed, VP, Investor Relations: +1 312 496 1774 or jcreed@heidrick.com
Media:
Eric Sodorff, Director, Corporate Communications: +1 312 496 1613 or esodorff@heidrick.com