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): May 24, 2007
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
_______________
Delaware
(State or other 36-2681268
jurisdiction of 0-25837 (IRS Employer
incorporation) (Commission File Number) Identification No.)
233 South Wacker Drive, Suite 4200, 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 May 24, 2007, the stockholders of Heidrick & Struggles
International, Inc. (the "Company") approved the 2007 Heidrick &
Struggles GlobalShare Program (the "GlobalShare Program") and the
Heidrick & Struggles Incentive Plan (the "Incentive Plan") at the
Company's Annual Meeting of Stockholders. The GlobalShare Program and
the Incentive Plan had previously been approved by the Board of
Directors of the Company on April 16, 2007, subject to approval of the
stockholders of the Company. The material terms of the GlobalShare
Program and the Incentive Plan are set forth in the Company's Notice
of Annual Meeting of Stockholders and Proxy Statement dated April 23,
2007, which descriptions are incorporated herein by reference. Such
descriptions do not purport to be complete and are qualified in their
entirety by reference to the full text of the GlobalShare Program and
the Incentive Plan, copies of which are filed as Exhibit 10.1 and
Exhibit 10.2, respectively, to this Form 8-K and are incorporated by
reference herein.
The Form of Non-Qualified Stock Option Agreement and Form of
Restricted Stock Unit Participation Agreement, each for use in the
granting of awards under the GlobalShare Program, are filed as Exhibit
10.3 and Exhibit 10.4, respectively, to this Form 8-K and are
incorporated by reference herein.
Additionally, on May 24, 2007, the Human Resources and Compensation
Committee of the Board (the "Committee") approved and adopted
amendments to the Company's Change in Control Plan (the "CIC Plan").
The material amendments are as follows:
1. The CIC Plan no longer bases eligibility for participation upon
annual approval by the Committee. Instead, participation is
limited to executive employees who are considered "officers"
pursuant to Section 16 of the Securities Exchange Act of 1934.
Current participants who do not meet this criteria will continue
to be covered by the CIC Plan until December 31, 2007.
2. The CIC Plan no longer requires annual approval by the Committee
of the specific benefits provided thereunder, but provides
generally for the following benefits to the eligible executive if
his or her employment is terminated by the Company without cause,
or if the executive terminates his or her employment with the
Company for good reason, within two years of a change in control
of the Company (or within six months prior to a change in control
if such termination is effected prior to, but in anticipation of,
the change in control):
* A lump-sum management bonus payment equal to the greater of
the executive's annual target management bonus or the
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average of the management bonuses paid with respect to the
preceding three years ("bonus amount"), prorated for the
portion of the year during which the executive was employed.
* A lump sum payment determined as follows: (i) for the Chief
Executive Officer, an amount equal to 2-1/2 times the sum of
his salary and bonus amount; (ii) for an Executive Vice
President or Regional Managing Partner, an amount equal to
two times the sum of his or her salary and bonus amount; and
(iii) for a Senior Vice President, an amount equal to one
times the sum of his or her salary and bonus amount.
* Immediate vesting of awards granted under the GlobalShare
Program.
* Reimbursement of reasonable legal fees incurred by the
executive in enforcing his or her rights under the CIC Plan
(except for a termination for cause).
* If severance benefits to the Chief Executive Officer, an
Executive Vice President or a Regional Managing Partner
exceed by 10% the maximum amount payable without triggering
excise tax liability under Internal Revenue Code Section
280G, a "gross up" payment to cover any excise and related
income tax liability incurred as a result. Severance
benefits to other participants will be limited under the CIC
Plan to the maximum amount payable without triggering excise
tax liability under Internal Revenue Code Section 280G.
The definitions of "cause", "good reason" and "change in control"
under the CIC Plan were not altered by the amendments.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit Number Description
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10.1 2007 Heidrick & Struggles GlobalShare Program
10.2 Heidrick & Struggles Incentive Plan
10.3 Form of Non-Qualified Stock Option Agreement
10.4 Form of Restricted Stock Unit Participation
Agreement
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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.
Dated: June 8, 2007
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
By: /s/ K. Steven Blake
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K. Steven Blake, Executive Vice
President, General Counsel and
Secretary
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