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 ACTS OF 1934
Date of Report (Date of earliest event reported): April 23, 2007
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 0-25837 36-2681268
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 23, 2007, Thomas J. Friel notified Heidrick & Struggles
International, Inc. (the "Company") of his decision to retire as
Chairman and a director of the Company, effective May 24, 2007, the
date of the Company's Annual Meeting of Shareholders. In that
connection, the Company and Mr. Friel entered into a Letter Agreement
(the "Agreement") dated April 23, 2007 concerning Mr. Friel's
retirement. Under the Agreement, Mr. Friel will remain an employee
of the Company through June 30, 2007, with his employment terminating
effective July 1, 2007 (the "Retirement Date"). Until the Retirement
Date, Mr. Friel will be paid an annual salary of $150,000 ($12,500
per month) and will be eligible to participate in all benefit plans
and programs generally available to employees of the Company.
Additionally, Mr. Friel will receive a Fee/SOB bonus for 2007 on the
date in early 2008 that such bonuses are generally paid to employees
of the Company, which bonus will be equal to all Fee/SOB amounts
earned by and accrued to Mr. Friel in 2007. In addition, Mr. Friel's
2006 bonus will be paid in cash on the date in 2007 that such bonuses
are generally paid to employees of the Company. Under the Agreement,
Mr. Friel's equity awards outstanding as of the Retirement Date will
be subject to vesting and expiration as set forth in the Agreement.
Except as specifically set forth in the Agreement, Mr. Friel forfeits
any interests or rights in any unvested equity awards, and all equity
awards that are vested as of the Retirement Date will continue to be
exercisable for sixty (60) days following the Retirement Date.
Except as specifically set forth in the Agreement, Mr. Friel's
continued participation in all employee benefit plans and compensation
plans of the Company will cease as of the Retirement Date. The
Agreement provides for the execution of a General Release and Waiver
by Mr. Friel and sets forth other covenants in connection with his
retirement.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by refence to the full text
of the Agreement, a copy of which is filed as Exhibit 10.1 to this
Form 8-K and is incorporated by reference herein.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 23, 2007, Thomas J. Friel notified the Company of his
decision to retire as Chairman and a director of the Company,
effective May 24, 2007, the date of the Company's Annual Meeting of
Shareholders. A brief description of the terms and conditions of the
letter agreement between Mr. Friel and the Company concerning his
retirement is set forth in Item 1.01 of this Form 8-K and is
incorporated by reference in this Item 5.02. Such description does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Agreement, a copy of which is filed
as Exhibit 10.1 hereto and is incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit Number Description
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10.1 Letter Agreement dated April 23, 2007
by and between Thomas J. Friel and the
Company
99.1 Company Press Release dated April 24, 2007
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: April 24, 2007
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
By: /s/ K. Steven Blake
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K. Steven Blake, Executive Vice
President, General Counsel and Secretary