Heidrick & Struggles International (HSII) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger with Heron BidCo, LLC, making the company a wholly-owned subsidiary of private equity funds managed by Advent International and Corvex PE Advisors at $59.00 per share in cash.

• The board unanimously recommends voting in favor of the merger, a non-binding advisory compensation proposal, and a potential adjournment proposal if more time is needed for voting or information.

• The merger consideration represents a premium of 17.8% to 25.7% over recent trading averages, and the transaction is expected to close by Q1 2026, subject to regulatory and shareholder approvals.

• If the merger is not completed, the company will remain public, and under certain conditions, may owe a $38.9 million termination fee to Parent.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) a proposal to adjourn the meeting if necessary.

• Approval of the merger requires a majority of outstanding shares; failure to vote or broker non-votes count as votes against the merger.

• The compensation proposal is advisory and not a condition to closing; the adjournment proposal allows for additional time to solicit votes if needed.

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 before selecting the Advent/Corvex consortium.

• The board considered the premium, certainty of cash consideration, and the outcome of a broad market check in its recommendation.

• The merger agreement includes customary representations, warranties, and covenants, including restrictions on soliciting alternative proposals except under fiduciary duty exceptions.