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): April 3, 2017
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) |
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 3, 2017, Heidrick & Struggles International, Inc. (“HSII”) announced that Tracy R. Wolstencroft, the Chief Executive Officer of HSII, is taking a three-month medical leave of absence for treatment of a benign lung condition. In connection with Mr. Wolstencroft’s leave of absence, effective April 3, 2017, the HSII Board of Directors appointed Krishnan Rajagopalan, HSII’s Executive Vice President and Managing Partner - Executive Search, as acting Chief Executive Officer and interim principal executive officer.
Mr. Rajagopalan, age 57, has been HSII’s Executive Vice President and Managing Partner - Executive Search since January 2016 and serves on the Executive Committee. Previously, he served as Head of Global Practices beginning in April 2014 and was appointed an Executive Vice President on January 1, 2015. Mr. Rajagopalan has served in other leadership roles including Global Practice Managing Partner, Technology and Services (2010 to 2014) and Global Practice Managing Partner, Business/Professional Services (2007 to 2010). Mr. Rajagopalan joined the firm in 2001 in executive search.
A copy of the Company’s press release announcing these matters 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 |
| 99.1 | Press Release dated April 3, 2017 |
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: April 3, 2017 | By: | /s/ Stephen W. Beard | ||||
| Name: | Stephen W. Beard | |||||
| Title: | Executive Vice President, General Counsel and Chief Administrative Officer | |||||
Exhibit Index
| 99.1 | Press Release dated April 3, 2017 |
Exhibit 99.1
| FOR IMMEDIATE RELEASE | Media Contact: | |
| Jon Harmon - Vice President, Corporate Communications | ||
| +1 312.496.1593, jharmon@heidrick.com | ||
| Investor Contact: | ||
| Julie Creed - Vice President, Investor Relations & Real Estate | ||
| +1 312.496.1774, jcreed@heidrick.com | ||
Heidrick & Struggles Announces CEO Tracy Wolstencroft to Take Medical Leave of Absence
Executive Vice President Krishnan Rajagopalan Appointed Acting CEO
CHICAGO, April 3, 2017 – Heidrick & Struggles (Nasdaq: HSII), a premier provider of executive search, leadership consulting and culture shaping services worldwide, today announced that Chief Executive Officer Tracy R. Wolstencroft will take a three-month leave of absence for treatment of a benign lung condition.
Krishnan Rajagopalan, Executive Vice President and Managing Partner – Executive Search, will serve as acting Chief Executive Officer in Wolstencroft’s absence. Rajagopalan leads Heidrick & Struggles’ global Executive Search business and is a member of the firm’s Executive Committee. He previously served as head of Global Practices and played a key role in leading the firm’s Leadership Consulting business.
Richard Beattie, Chairman of the Board of Heidrick & Struggles, said: “Tracy is doing the right thing. It is in the best interests of both Tracy and the company for him to take the time needed to focus on his health. We wish him a speedy recovery, and we look forward to his return. We are fortunate that Krishnan is well suited to take on the role of acting CEO, and the full board and management team have complete confidence in his ability to lead Heidrick & Struggles.”
Wolstencroft said: “Heidrick & Struggles is a talent-rich organization with a team-oriented culture, and we are in highly capable hands with Krishnan and our Executive Committee. We have been effectively accelerating our strategy of delivering premium leadership advisory solutions and insights to top organizations globally. We have a strong team in place to continue our momentum.”
Rajagopalan said: “Tracy has established a tremendous strategic framework for the firm, and I look forward to continuing to work closely with him, the senior leadership team and the board in my capacity as acting
CEO. We wish Tracy a speedy recovery and return.”
About Heidrick & Struggles
Heidrick & Struggles (NASDAQ: HSII) serves the executive talent and leadership needs of the world’s 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 and helping its clients change the world, one leadership team at a time. www.heidrick.com