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HEIDRICK & STRUGGLES INTERNATIONAL INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 28, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The annual meeting of stockholders of Heidrick & Struggles International, Inc. (the "Company") was held on May 22, 2014.

(b) The stockholders elected all of the Company's nominees for director to serve on the Board of Directors until the Company's annual meeting in 2017; approved the advisory vote on executive compensation; approved the amendment to the Company's 2012 GlobalShare Plan and ratified the appointment of KPMG LLP as the Company's independent registered accounting firm for the fiscal year 2014. The results of the matters submitted to stockholders were as follows:

1. Election of Class I Directors:

Shares For Shares Withheld Broker Non-Votes ROBERT E. KNOWLING, JR. 11,788,607 3,712,925 1,607,081 V. PAUL UNRUH 11,830,280 3,671,252 1,607,081 TRACY R. WOLSTENCROFT 15,383,201 118,331 1,607,081



2. Advisory Vote to Approve Executive Compensation:

For 13,573,128 Against 1,891,937 Abstain 36,467 Broker Non-Votes 1,607,081



3. Approval of Amendment to the 2012 Global Share Plan

For 11,539,831 Against 3,952,082 Abstain 9,619 Broker Non-Votes 1,607,081



4. Ratification of the Appointment of KPMG LLP as the Company's Independent

Registered Public Accounting Firm for 2014: For 15,230,461 Against 1,877,285 Abstain 867 Broker Non-Votes 1,607,081



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Source: Edgar Glimpses


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