UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Emerging growth company
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 26, 2024, the Board of Directors of Heidrick & Struggles International, Inc. (the “Company”) adopted amended and restated by-laws of the Company (the “Amended and Restated By-Laws”), effective immediately, in connection with disclosure and procedural requirements related to stockholder nominations of directors and submissions of stockholder proposals. The amendments reflected in the Amended and Restated By-Laws, among other things, modify the existing procedural mechanics and disclosure requirements for stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended), including to clarify or limit the scope of certain information and disclosures required regarding proposing stockholders, proposed nominees and other related persons. In addition, the Amended and Restated By-laws reflect various ministerial, procedural, clarifying and conforming changes, including clarifying that special meetings of stockholders may be called at any time by the Board of Directors or its Chair or the Chief Executive Officer of the Company and adding a provision regarding severability.
The foregoing description of the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Amended and Restated By-Laws of Heidrick & Struggles International, Inc., effective as of September 26, 2024. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |
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: October 2, 2024 | /s/ Tracey Heaton | |||||
| Name: | Tracey Heaton | |||||
| Title: | Chief Legal Officer & Corporate Secretary | |||||