HEIDRICK Change in Fiscal Year
Item5.03.
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Effective May25, 2017, the Board of Directors (the Board) of
Heidrick Struggles International, Inc. (HSII) approved an
amendment to Article III, Section1 of its bylaws to decrease the
minimum size of the board to seven members. This summary is
qualified by reference to the complete text of the amended bylaws
attached as Exhibit 3.1 to this report.
| Item5.07. |
Submission of Matters to a Vote of Security Holders. |
On May25, 2017, HSII held its annual meeting of stockholders. The
following tables present the final results of voting on each of
the matters submitted to a vote of security holders during HSIIs
annual meeting of stockholders:
| 1. |
Election of Directors: Our stockholders elected the following seven directors to serve a one-year term expiring on the date of our 2018 annual meeting of stockholders or until his or her successor has been duly chosen and qualified. |
|
Nominee |
For | Against | BrokerNon-Votes | |||||||||
|
Elizabeth L. Axelrod |
15,592,059 | 36,981 | 1,926,675 | |||||||||
|
Richard I. Beattie |
14,883,506 | 745,534 | 1,926,675 | |||||||||
|
Clare M. Chapman |
15,592,059 | 36,981 | 1,926,675 | |||||||||
|
Gary E. Knell |
15,610,118 | 18,992 | 1,926,675 | |||||||||
|
Lyle Logan |
15,610,464 | 18,576 | 1,926,675 | |||||||||
|
Willem Mesdag |
15,609,424 | 19,616 | 1,926,675 | |||||||||
|
Tracy R. Wolstencroft |
15,610,464 | 18,576 | 1,926,675 |
| 2. |
Ratification of the Appointment of KPMG LLP as the Companys Independent Registered Public Accounting Firm for 2017: Our stockholders approved this proposal. |
|
For |
Against |
Abstain |
||
|
17,396,225 |
158,018 | 1,472 |
| 3. |
Advisory Vote to Approve Executive Compensation: Our stockholders approved this proposal. |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
15,176,040 |
451,631 | 1,369 | 1,926,675 |
| 4. |
Advisory Vote to Approve Future Advisory Votes on Executive Compensation: Our stockholders voted in favor of one year. |
|
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes |
||||
|
12,058,647 |
4,114 | 3,562,980 | 3,299 | 1,926,675 |
Based on its recommendation to stockholders in favor of an annual
vote and the vote of approximately 77% of HSIIs shares that
voted, the Board has decided to continue to hold the advisory
vote on executive compensation annually until the next required
vote on the frequency of stockholder votes on executive
compensation.
| ITEM9.01 | Financial Statements and Exhibits |
|
ExhibitNo. |
Description |
|
| 3.1 |
Amended and Restated Bylaws of Heidrick Struggles, International, Inc., as amended May 25, 2017. |
About HEIDRICK & STRUGGLES INTERNATIONAL, INC. (NASDAQ:HSII)
Heidrick & Struggles International, Inc. is an advisory firm providing executive search, leadership consulting and culture shaping services to businesses and business leaders around the world. Its segments include Executive Search, Leadership Consulting and Culture Shaping. It operates its executive search services in three geographic regions: the Americas (which includes the countries in North and South America); Europe (which includes the continents of Europe and Africa), and Asia Pacific (which includes Asia and the region generally known as the Middle East). Its Leadership Consulting segment operates globally. Its Culture Shaping segment operates in the Americas and Europe. In addition to executive search, it provides leadership consulting expertise and culture shaping services including executive leadership assessment; leadership, team and board development; succession planning; talent strategy; people performance; inter-team collaboration, and organizational transformation. HEIDRICK & STRUGGLES INTERNATIONAL, INC. (NASDAQ:HSII) Recent Trading Information
HEIDRICK & STRUGGLES INTERNATIONAL, INC. (NASDAQ:HSII) closed its last trading session down -0.80 at 21.45 with 59,086 shares trading hands.