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): March 28, 2007
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-25837 36-2681268
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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 March 28, 2007, Heidrick & Struggles International, Inc. (the
"Company"), and L. Kevin Kelly entered into a new employment agreement
effective as of September 13, 2006 (the "Agreement") that replaces his
existing employment agreement. The Agreement runs for a term of three
years and automatically renews for successive one-year periods unless
written notice to the contrary is given by either the Company or Mr.
Kelly within ninety days prior to the expiration of the employment
term or of any subsequent one-year extension thereof. Pursuant to the
Agreement, Mr. Kelly serves as the Chief Executive Officer of the
Company, and he shall be nominated for election as a member of the
Board of Directors for each term of Board service during the term of
his employment. Mr. Kelly is entitled to an annual base salary of
$800,000 and an annual target bonus of $800,000 in 2007. Subsequent
to 2007, he will participate in the Company's senior-executive bonus
programs, per the terms in place from time to time or as may be
determined by the Board, in its sole discretion. In addition to his
base salary and target bonus, Mr. Kelly is eligible to participate
in the Company's other benefit programs at the same level as such
benefits are generally provided by the Company from time to time to
other senior executives of the Company. Additionally, pursuant to the
Agreement, on March 30, 2007, the Company caused certain grants of
restricted stock units and stock options (as specified in the Agreement)
to be granted to Mr. Kelly. Pursuant to the Agreement, Mr. Kelly will
be assigned to work in the Company's London, England office through
July 15, 2007, at which time he will be assigned to work in the
Company's Chicago headquarters. In connection with this assignment,
Mr. Kelly will receive certain expatriate benefits through July 15, 2007,
on a comparable basis as such benefits are provided to other senior
executives assigned to international offices. Mr. Kelly will also be
reimbursed for his relocation expenses in accordance with applicable
Company policies and terms of the Agreement. Pursuant to the Agreement
Mr. Kelly will also receive certain health and welfare and other benefits.
If Mr. Kelly resigns for good reason or is terminated other than for
cause, disability or death, the Company will provide Mr. Kelly with
certain additional payments and benefits as set forth in the Agreement.
The Agreement requires Mr. Kelly to refrain from competing with the
Company and soliciting the Company's customers during his employment
and, under defined circumstances, for 12 months after termination.
The Agreement also prohibits Mr. Kelly from soliciting any of the
Company's employees, under defined circumstances, for a period of 12
months following termination.
The foregoing description of the Agreement 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 to the
Company's Form 8-K dated April 3, 2007 and 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 March 28, 2007, the Company entered into a new compensatory
contract with L. Kevin Kelly, its principal executive officer. A
brief description of the terms and conditions of the compensatory
contract is set forth in Item 1.01 of the Company's Form 8-K dated
April 3, 2007 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 to the Company's Form 8-K
dated April 3, 2007 and incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit Number Description
-------------- -----------
10.1 Employment Agreement dated March 28, 2007
between L. Kevin Kelly and the Company
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 3, 2007
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
By: /s/ K. Steven Blake
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K. Steven Blake, Executive Vice
President, General Counsel and
Secretary