Heidrick & Struggles International (HSII) Proxy Filing summary

Executive summary

• Agreement reached to be taken private by a consortium led by Advent International and Corvex Private Equity, including family offices, with all public shares to be acquired and the company returned to private ownership.

• Transaction aims to accelerate growth, create a large incentive equity pool for partners and leaders, and provide capital for selective M&A.

• The transaction is expected to close by the first quarter of 2026, subject to stockholder and regulatory approvals.

• Partners and leaders will hold a meaningful equity stake post-transaction, with a new, larger incentive equity pool established.

• No immediate changes to business strategy, leadership, or day-to-day operations are planned.

Voting matters and shareholder proposals

• Stockholders will vote to approve the merger agreement, with all stockholders to receive $59.00 per share in cash upon closing.

• The Board of Directors unanimously approved the merger agreement.

• Proxy materials and a definitive proxy statement will be filed with the SEC and distributed to stockholders.

Board of directors and corporate governance

• Current leadership team, including CEO and President, will remain in place.

• A new Board of Directors will be appointed by the investor consortium following the transaction.

• Governance and risk management standards will be maintained, though SEC reporting will cease after closing.