Heidrick & Struggles International (HSII) Proxy Filing summary

Executive summary

• Entered into a definitive agreement for a merger with Heron BidCo, LLC, an affiliate of Advent International and Corvex PE Advisors, to take the company private in a $1.3 billion all-cash transaction, with shareholders to receive $59.00 per share, a 26% premium to the 90-day average price.

• The transaction was unanimously approved by the board and is expected to close by Q1 2026, subject to shareholder and regulatory approvals.

• Upon closing, the company will be delisted from Nasdaq and become a wholly owned subsidiary of the acquiring consortium.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement at a special meeting; approval by a majority of outstanding shares is required.

• If the merger is not completed by July 5, 2026, or if shareholder or regulatory approval is not obtained, the agreement may be terminated.

Board of directors and corporate governance

• The board unanimously determined the merger is fair and in the best interests of shareholders, and recommends voting in favor.

• An amendment to the bylaws designates the Delaware Court of Chancery as the exclusive forum for certain legal actions and federal courts for Securities Act claims.

• Post-merger, directors of the merger sub will become directors of the surviving corporation.