UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 16, 2007
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HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-25837 36-2681268
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
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.
VINCENT C. PERRO SEPARATION AGREEMENT.
On February 16, 2007, the Company entered into a Separation Agreement
and General Release with Vincent C. Perro, currently the Company's
President, Leadership Consulting. Under this agreement, Mr. Perro's
last day of employment with the Company will be March 31, 2007 (the
"Termination Date"). Mr. Perro will receive a 2006 bonus payment of
no less than $427,500 in cash. He will also receive a severance
payment equal to 12 months of his base salary plus 12 months of his
target bonus, for a total lump-sum severance payment of $900,000. The
separation agreement provides that (i) all Company stock options
granted to Mr. Perro that are vested as of the Termination Date will
continue to be exercisable for a period of sixty days after the
Termination Date and (ii) all stock options and other equity awards
that are unvested as of the Termination Date will be forfeited. The
separation agreement provides for the execution of a General Release
and Waiver by Mr. Perro and sets forth other covenants in connection
with the termination of his employment. For more complete
information, please refer to the full text of the separation agreement
which is attached to this Form 8-K as exhibit 99.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Effective March 31, 2007, Mr. Perro's employment as the Company's
President, Leadership Consulting will terminate.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
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99 Separation Agreement and General Release between Vincent C.
Perro and Heidrick & Struggles International, Inc., dated as
of February 16, 2007.
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.
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Registrant)
Date: February 20, 2007
By: /s/ K. Steven Blake
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Name: K. Steven Blake
Title: Secretary & General Counsel