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): December 15, 2015
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 4900, Chicago, IL |
60606-6303 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) The Companys Board of Directors (Board) has appointed Lyle Logan as an independent member of the Companys Board, effective December 15, 2015. Mr. Logan will stand for election at the Companys 2016 annual meeting. He has also been appointed to the Boards Nominating and Corporate Governance Committee. Mr. Logan will receive compensation and benefits from the Company for service on the Board on the same terms as other non-employee directors, as described in the Companys Proxy Statement filed with the Securities and Exchange Commission on April 22, 2015. There is no arrangement or understanding between Mr. Logan and any other persons pursuant to which Mr. Logan was appointed as a director of the Company.
Mr. Logan (56) currently serves as the Executive Vice President and Managing Director of the Global Financial Institutions Group for the Northern Trust Company (Northern). Mr. Logan has served in several leadership positions with Northern during his career, including serving as Executive Vice President and Managing Director, Institutional Sales and Client Servicing for Northern Trust Global Investments (2005-2010), Head of Chicago Private Banking within Northerns Personal Financial Services unit (2003- 2005) and Senior Vice President and Personal Financial Services Manager for Northerns Midwest Region (2000-2003). Prior to joining Northern, Logan worked for Bank of America (formerly Continental Bank). Mr. Logan holds a B.A. degree in Accounting and Economics from Florida A&M University and an M.B.A. degree in Finance from the University of Chicago. He serves on the boards of Chicagos Childrens Memorial Hospital, The Field Foundation and DeVry Education Group, Inc.
A copy of the Companys press release relating to Mr. Logans appointment as director is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (Exchange Act) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K:
99.1 | Heidrick & Struggles International, Inc. Press Release dated December 15, 2015. |
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: December 15, 2015 | By: | /s/ Stephen W. Beard | ||||
Name: | Stephen W. Beard | |||||
Title: | Executive Vice President, General Counsel and Chief Administrative Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
H&S Media Contact: | ||||
Jon Harmon | ||||
+1 312.496.1593 | ||||
jharmon@heidrick.com |
Lyle Logan to Join Heidrick & Struggles Board of Directors
CHICAGO, Dec. 15, 2015 Heidrick & Struggles (NASDAQ: HSII), a premier provider of Executive Search, Leadership Consulting and Culture Shaping services worldwide, has appointed Lyle Logan to its Board of Directors as an independent member, effective immediately.
Logan, 56, serves as Executive Vice President and Managing Director of the Global Financial Institutions Group for the Northern Trust Company. He has served in several leadership positions with Northern during his 15-year career including Executive Vice President and Managing Director, Institutional Sales and Client Servicing for Northern Trust Global Investments, Head of Chicago Private Banking within Northerns Personal Financial Services unit and the Personal Financial Services Manager for Northerns Midwest Region. Prior to joining Northern, Logan worked for Continental Bank.
Logan will serve on Heidrick & Struggles Nominating and Governance Committee.
We are pleased to welcome Lyle to our Board of Directors, said Richard Beattie, Chairman of the Board. Lyle brings deep experience as a client-facing leader in the financial services industry. We look forward to his contributions to the board.
Logan also serves on the boards of Chicagos Childrens Memorial Hospital, The Field Foundation and DeVry Education Group, Inc. He holds a bachelors degree in Accounting and Economics from Florida A&M University and an MBA in Finance from the University of Chicago.
With Logans appointment, seven members of Heidrick & Struggles eight-person Board meet the standards of independence under the companys Corporate Governance Guidelines and NASDAQ Rules. Logan will stand for election at the Companys 2016 annual meeting.
About Heidrick & Struggles:
Heidrick & Struggles (Nasdaq: HSII) serves the executive talent and leadership needs of the worlds top organizations as a premier provider of leadership consulting, culture shaping and senior-level executive search services. Heidrick & Struggles pioneered the profession of executive search more than 60 years ago. Today, the firm serves as a trusted advisor, providing integrated leadership solutions to help its clients change the world, one leadership team at a time. www.heidrick.com.
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