Item 5.02 Departure of Directors or Cetain Offices; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously disclosed, Mr. Gary E. Knell informed the Board of Directors of Heidrick & Struggles International, Inc. (the "Company") that he had decided not to stand for re-election at the Company's annual meeting of stockholders, which took place on May 28, 2020 (the "Annual Meeting"). In connection with Mr. Knell's decision not to stand for re-election at the Annual Meeting, the Board of Directors approved a decrease in the size of the Board of Directors from nine to eight, effective as of May 28, 2020.

As described in Item 5.07 below, at the Annual Meeting the Company's stockholders approved the Third Amended and Restated Heidrick & Struggles 2012 GlobalShare Program (the "Program"), which increased the maximum number of shares of the Company's common stock issuable thereunder by 500,000 shares. This summary is qualified in its entirety by reference to the full text of the Program, which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders



(a)The Annual Meeting of stockholders was held on May 28, 2020.
(b)The results of the matters submitted to stockholders were as follows
(1)Election of Eight Directors: Our stockholders elected the following eight
directors to serve a one-year term expiring on the date of our 2021 annual
meeting of stockholders or until his or her successor has been duly chosen and
qualified.

                             For            Against        Broker Non-Votes
ELIZABETH L. AXELROD      15,822,692        69,403            1,842,003
LASZLO BOCK               15,889,537         2,558            1,842,003
CLARE M. CHAPMAN          15,856,723        35,372            1,842,003
LYLE LOGAN                15,782,388        109,707           1,842,003
WILLEM MESDAG             15,871,365        20,730            1,842,003
KRISHNAN RAJAGOPALAN      15,791,518        100,577           1,842,003
STACEY RAUCH              15,185,422        706,673           1,842,003
ADAM WARBY                15,877,051        15,044            1,842,003

(2)Advisory Vote to Approve Named Executive Officer Compensation: Our stockholders approved this proposal.



For                   15,482,544
Against                407,193
Abstain                 2,358
Broker Non-Votes      1,842,003

(3)Ratification of the Appointment of RSM US LLP as the Company's Independent Registered Public Accounting Firm for 2020: Our stockholders approved this proposal.



For         17,718,758
Against       14,829
Abstain        511

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(4)Approval of the Third Amended and Restated Heidrick & Struggles 2012 GlobalShare Program: Our stockholders approved this proposal.



For                   15,166,616
Against                724,702
Abstain                  777
Broker Non-Votes      1,842,003

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



The following exhibit is being furnished as part of this Report on Form 8-K:
Exhibit No.            Description
99.1                     Third Amended and Restated Heidrick & Struggles 2012 GlobalShare Program

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