Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On April 3, 2020, Mr. Gary E. Knell informed the Board of Directors of
Heidrick & Struggles International, Inc. (the "Company") that he has decided not
to stand for re-election at the next annual meeting of the Company's
stockholders. Mr. Knell, who has served as a director of the Company since 2007,
will continue to serve as a director of the Company until his term expires at
the Company's 2020 annual meeting. Mr. Knell's decision not to stand for
re-election was not the result of any disagreement with the Company or its
management.
(d) The Board of Directors, following the recommendation of the Nominating and
Board Governance Committee, has appointed Mr. Laszlo Bock to serve on the Board
of Directors effective April 3, 2020. Mr. Bock will stand for re-election at the
Company's 2020 annual meeting of stockholders. Mr. Bock will serve as an
independent director and there is no arrangement or understanding between
Mr. Bock and any other person pursuant to which he was appointed as a director.
There is no transaction between Mr. Bock and the Company that would be
reportable under Item 404(a) of Regulation S-K promulgated under the Securities
Act of 1933.
In connection with the foregoing, the Board of Directors approved an increase in
the size of the Board of Directors from eight to nine, effective as of April 3,
2020. The Board of Directors is expected to approve a reduction in the size of
the Board of Directors from nine to eight effective as of the date of the 2020
annual meeting of stockholders.
A copy of the Company's press release announcing the decision of Mr. Knell not
to stand for re-election and the appointment of Mr. Bock as a director 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.
Exhibit No. Description
99.1 Heidrick & Struggles International, Inc. Press Release dated April 8,
2020
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