Heidrick & Struggles International, Inc. 2025-2026 Proxy Voting Records

Description as filed by funds: To adopt the Agreement and Plan of Merger, dated October 5, 2025 (as amended or modified from time to time, the "Merger Agreement"), by and among Heidrick & Struggles International, Inc. ("Heidrick"), Heron BidCo, LLC ("Parent") and Heron Merger Sub, Inc. ("Merger Sub"), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into Heidrick, and Heidrick will survive the merger as a wholly-owned subsidiary of Parent.

Heidrick & Struggles International, Inc.’s own tally for this item (“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 a”): 17,639,091 for, 164,722 against — passed, per its Form 8-K filed December 5, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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") a”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 87 asset managers below reported 7,564,895 for, 59,950 abstained.

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.

The 3 asset managers below reported 25,391 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, INCLUDING TO ENSURE THAT ANY NECESSARY SUPPLEMENT OR AMENDMENT TO THE PROXY STATEMENT ACCOMPANYING THIS NOTICE IS PROVIDED TO HEIDRICK STOCKHOLDERS A REASONABLE AMOUNT OF TIME IN ADVANCE OF THE SPECIAL MEETING, OR TO SOLICIT ADDITIONAL PROXIES TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.

The 86 asset managers below reported 7,229,005 for, 395,837 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 86 asset managers. See all 86 in the interactive database.

The 3 asset managers below reported 25,391 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Heidrick's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated thereby.

Heidrick & Struggles International, Inc.’s own tally for this item (“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 transac”): 4,825,627 for, 12,877,172 against — failed, per its Form 8-K filed December 5, 2025 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Set forth below are the voting results for the Compensation Proposal, which was not approved by the Company's stockholders:”
Support: 27% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 87 managers: 746,406 for, 6,886,546 against, 35,448 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 205 managers: 2,911,219 for, 7,401,340 against, 15,612 abstained, 3,520 not voted. Showing the 25 largest; see all in the interactive database.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 3 managers: 25,391 against.

Institutional-manager reports, all 3 managers: 24,676 against.