Heidrick & Struggles International (HSII) investor relations material

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.