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Heidrick & Struggles International (HSII) investor relations material
Heidrick & Struggles International Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary3 Nov, 2025
Executive summary
Special Meeting scheduled for December 5, 2025, to vote on a merger with Heron BidCo, LLC, making the company a wholly-owned subsidiary and delisting its stock from Nasdaq.
Merger consideration is $59.00 per share in cash, representing a premium to recent trading prices.
Board unanimously recommends voting FOR the merger, the non-binding compensation proposal, and the adjournment proposal.
Voting matters and shareholder proposals
Stockholders will vote on: (1) adoption of the Merger Agreement, (2) non-binding advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if needed.
Approval of the merger requires a majority of outstanding shares as of the record date; failure to vote is counted as a vote against.
Appraisal rights are available for dissenting stockholders under Delaware law.
Board of directors and corporate governance
The board formed a transaction committee to evaluate strategic alternatives and conducted a competitive process with multiple financial sponsors.
The board considered strategic alternatives, market conditions, and the likelihood of closing in making its recommendation.
Directors and executive officers collectively own about 1.03% of outstanding shares and intend to vote in favor of all proposals.
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Next Heidrick & Struggles International earnings date
Q4 202523 Feb, 2026
Next Heidrick & Struggles International earnings date
Q4 202523 Feb, 2026
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Frequently asked questions
Heidrick & Struggles International Inc is an executive search and consulting firm that provides leadership advisory, culture shaping, and on-demand talent solutions. The company serves clients across industries by helping identify and develop senior-level executives and board members. Its offerings also include leadership assessment and succession planning services. Heidrick & Struggles International Inc is headquartered in Chicago, Illinois, and its shares are listed on the NASDAQ.
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