Form 8-K/A - Current report: [Amend]

HEIDRICK & STRUGGLES INTERNATIONAL INC true 0001066605 0001066605 2025-01-27 2025-01-27

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2025

 

 

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		0-25837		36-2681268
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

233 South Wacker Drive, Suite 4900, Chicago, Illinois		60606-6303
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

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:

 

☐	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. ☐

 

 

 

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EXPLANATORY NOTE

Heidrick & Struggles International, Inc. (the “Company”) is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on January 30, 2025 (the “Original Filing”). The Original Filing reported the transition of Sarah Payne from the position of Chief Human Resources Officer to an advisory role. The sole purpose of this Form 8-K/A is to provide the information to supplement the disclosure contained in Item 5.02 of the Original Filing with the terms and conditions of the separation agreement that the Company entered into with Ms. Payne, which had not been finalized at the time of filing of the Original Report. Except as disclosed below, the disclosures in the Original Filing remain unchanged.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2025, the Company agreed with Sarah Payne that she will transition from the position of Chief Human Resources Officer to an advisory role, effective March 31, 2025. Ms. Payne will serve in advisory capacity until June 30, 2025, after which she will leave the Company. An executive search process will commence for Ms. Payne’s successor as Chief Human Resources Officer.

Separation Agreement

On February 2, 2025, Ms. Payne and the Company entered into a separation agreement (the “Separation Agreement”) pursuant to which, in consideration for her execution and compliance with the terms and conditions of the Separation Agreement, Ms. Payne will be paid a monthly separation payment of $51,041.67 over eighteen months (the “Severance Period”). The Company shall also accelerate the vesting of 3,655 restricted stock units in accordance with the terms set out in the Company’s Management Severance Pay Plan, filed by the Company as exhibit 10.1 to the Form 8-K filed on April 15, 2022. Finally, Ms. Payne will be entitled to a discretionary bonus for fiscal year 2025 in an amount determined at the sole discretion of the Company, but, in any event, no less than 3 months of Ms. Payne’s salary plus target bonus. As further consideration, Ms. Payne will continue to participate in the Company’s health and welfare benefits programs through the earlier of: a) one year following her separation date; b) the end of the Severance Period or c) the date on which Ms. Payne becomes employed and covered under another employer’s benefit plan.

The forgoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement to be filed with the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
104		Cover Page Interactive Data File, formatted in Inline XBRL

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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.

 

				Heidrick & Struggles International, Inc.
				(Registrant)
Date: February 6, 2025				/s/ Tracey Heaton
				Name:		Tracey Heaton
				Title:		Chief Legal Officer & Corporate Secretary

Document and Entity Information	Jan. 27, 2025
Cover [Abstract]
Entity Registrant Name	HEIDRICK & STRUGGLES INTERNATIONAL INC
Amendment Flag	true
Entity Central Index Key	0001066605
Document Type	8-K/A
Document Period End Date	Jan. 27, 2025
Entity Incorporation State Country Code	DE
Entity File Number	0-25837
Entity Tax Identification Number	36-2681268
Entity Address, Address Line One	233 South Wacker Drive
Entity Address, Address Line Two	Suite 4900
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606-6303
City Area Code	(312)
Local Phone Number	496-1200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	HSII
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Description	Heidrick & Struggles International, Inc. (the “Company”) is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on January 30, 2025 (the “Original Filing”). The Original Filing reported the transition of Sarah Payne from the position of Chief Human Resources Officer to an advisory role. The sole purpose of this Form 8-K/A is to provide the information to supplement the disclosure contained in Item 5.02 of the Original Filing with the terms and conditions of the separation agreement that the Company entered into with Ms. Payne, which had not been finalized at the time of filing of the Original Report. Except as disclosed below, the disclosures in the Original Filing remain unchanged.

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