Proxy Results (Form 8-K)

On December 5, 2025, Heidrick & Struggles International, Inc., a Delaware corporation (the "Company"), held a virtual special meeting of stockholders (the "Special Meeting") to consider and vote on the proposals set forth in the definitive proxy statement of the Company prepared in connection with the Merger (as defined below) filed with the U.S. Securities and Exchange Commission (the "SEC") on November 3, 2025.

At the Special Meeting, the total number of shares represented in person or by proxy was 17,885,225 of the 20,794,941 shares of common stock of the Company outstanding and entitled to vote at the Special Meeting as of the close of business on October 29, 2025, the record date of the Special Meeting, each of which was entitled to one vote for each proposal at the Special Meeting. This represents approximately 86.0% of the total shares of common stock of the Company outstanding and entitled to vote, constituting a quorum to conduct business. The following matters were voted upon at the Special Meeting:

1. Proposal 1. Proposal to approve and adopt the Agreement and Plan of Merger, dated October 5, 2025 (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the "Merger Agreement"), by and among the Company, Heron BidCo, LLC ("Parent") and Heron Merger Sub, Inc., a direct wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which the Merger Sub will merge with and into the Company, with the Company being the surviving corporation and a wholly-owned subsidiary of Parent (the "Merger", and the proposal, the "Merger Agreement Proposal").

Set forth below are the voting results for the Merger Agreement Proposal, which was approved and adopted by the Company's stockholders:

2. Proposal 2. Non-binding,advisory proposal to approve certain compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Compensation Proposal").

Set forth below are the voting results for the Compensation Proposal, which was not approved by the Company's stockholders:

3. Proposal 3. Proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, including to solicit additional proxies to approve the Merger Agreement Proposal if there are insufficient votes to approve such proposal at the time of the Special Meeting (the "Adjournment Proposal").

As there were sufficient votes to approve the Merger Agreement at the time of the Special Meeting, the Adjournment Proposal was not presented to the stockholders.

Based on the results of the Special Meeting, the Merger is expected to be consummated on or about December 10, 2025, subject to the satisfaction or waiver of the remaining closing conditions under the Merger Agreement.