UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
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): August 27, 2010
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 of Number) Identification No.)
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.
K. STEVEN BLAKE TRANSITION AND SEPARATION AGREEMENT
On August 27, 2010, the Company entered into a Transition and
Separation Agreement with K. Steven Blake, the Company's Executive
Vice President, General Counsel and Corporate Secretary. Mr. Blake's
last day of employment with the Company was August 31, 2010 (the
"Separation Date"). Mr. Blake will receive a separation payment in an
amount equal to his base salary of $350,000 and his target bonus of
$350,000, for a total of $700,000. He will also receive a pro-rata
bonus payment for his service in 2010 through the Separation Date of
$233,333 and a transition payment of $65,000.
The agreement also provides for the execution of a General Release and
Waiver by Mr. Blake 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
99.1.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On August 27, 2010, the registrant announced the resignation of Mr. K.
Steven Blake, Executive Vice President, General Counsel and Corporate
Secretary.
A copy of the Company's press release relating to this event is
attached to this Current Report on Form 8-K as Exhibit 99.2.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit Number Description
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99.1 Transition and Separation Agreement between
Heidrick & Struggles International, Inc. and
K. Steven Blake dated August 27, 2010
99.2 Company Press Release dated August 27, 2010
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.
Dated: September 2, 2010
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
By: /s/ Stephen W. Beard
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Stephen W. Beard, Vice President,
Interim General Counsel and Secretary