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): June 6, 2019
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.01 par value | HSII | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 6, 2019, Heidrick & Struggles International, Inc. (“HSII”) announced the appointment of Adam Warby as Chairman of the HSII Board of Directors effective immediately. Mr. Warby has been a director of HSII since February 2018. On June 6, 2019, Mr. Warby announced that he will step down from his current role of Chief Executive Officer of Avanade, Inc. at the end of August.
In connection with his appointment as Chair of the HSII Board, Mr. Warby will receive the standard compensation for non-employee directors of HSII as set forth in HSII’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 22, 2019, plus an annual retainer of $75,000 for serving as non-executive chairman.
A copy of HSII’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 Statement and Exhibits |
| (d) | Exhibits |
| 99.1 | Press Release dated June 6, 2019 |
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 6, 2019 | By: | /s/ Kamau A. Coar | ||||
| Name: | Kamau A. Coar | |||||
| Title: | General Counsel | |||||
Exhibit 99.1
| Heidrick & Struggles Media Contact: | ||
|
Nina Chang nchang@heidrick.com |
Heidrick & Struggles Announces Adam Warby as Chairman of the Board of Directors
CEO of Avanade appointed to help steer firm through next phase of growth
CHICAGO, June 6, 2019 — Heidrick & Struggles (Nasdaq: HSII), a premier provider of executive search, leadership assessment and development, organization and team effectiveness, and culture shaping services globally, today announced the appointment of Adam Warby, CEO of Avanade, as Chairman of the Board of Directors, effective immediately.
Warby joined Heidrick & Struggles’ Board in 2018 to sharpen the firm’s focus on its digital transformation. As CEO of Avanade, a joint venture founded between Accenture LLP and Microsoft Corporation, Warby has a proven track record of success. Under his leadership, Avanade has rotated its business to focus on cloud and digital, tripled its revenues, expanded its global footprint and grown to more than 36,000 professionals. Warby will step down from his role as CEO of Avanade at the end of August.
“Adam’s insights and contributions to our board have been invaluable as we have expanded our data-driven, tech-enabled capabilities,” said Krishnan Rajagopalan, President and CEO, Heidrick & Struggles. “As chairman, his deep knowledge of both the technology and consulting space will be hugely beneficial as we continue to enhance our client experience, tailor our service offerings and accelerate our growth.”
“Clients are looking for a trusted advisor in this fast-evolving, digital world, and I’m delighted to be taking up the chairmanship of Heidrick & Struggles at this exciting time,” said Warby. “There is tremendous opportunity in the talent and human capital solutions market, and I’m looking forward to helping the team develop its strategy and execution to provide superior innovative services, outperform its competition and grow the business.”
About Heidrick & Struggles
Heidrick & Struggles (Nasdaq: HSII) serves the senior-level talent and leadership needs of the world’s top organizations as a trusted advisor across executive search, leadership assessment and development, organization and team effectiveness, and culture shaping services. Heidrick & Struggles pioneered the profession of executive search more than 60 years ago. Today, the firm provides integrated leadership solutions to help our clients change the world, one leadership team at a time.® www.heidrick.com
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