Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - HEIDRICK & STRUGGLES INTERNATIONAL INC | hsii-033120xex322.htm |
| EX-32.1 - EXHIBIT 32.1 - HEIDRICK & STRUGGLES INTERNATIONAL INC | hsii-033120xex321.htm |
| EX-31.2 - EXHIBIT 31.2 - HEIDRICK & STRUGGLES INTERNATIONAL INC | hsii-033120xex312.htm |
| EX-31.1 - EXHIBIT 31.1 - HEIDRICK & STRUGGLES INTERNATIONAL INC | hsii-033120xex311.htm |
| EX-3.01 - EXHIBIT 3.01 - HEIDRICK & STRUGGLES INTERNATIONAL INC | hsii-03312020exhibit301.htm |
| 10-Q - 10-Q - HEIDRICK & STRUGGLES INTERNATIONAL INC | hsii-033120x10q.htm |
Exhibit 3.02
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Heidrick & Struggles International, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "Seventh" so that, as amended, said Article shall be and read as follows:
See attached Exhibit A.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 11th day of June, 2015
By: /s/ Cynthia A. Lance
Title: SVP, Deputy General Counsel
Name: Cynthia A. Lance
Exhibit A
SEVENTH: (1) The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors consisting of not less than eight and not more than fifteen directors, the exact number of directors to be determined from time to time by a resolution adopted by an affirmative vote of a majority of the total number of directors that the Corporation would have if there were no vacancies on the Board of Directors. Beginning at the annual meeting of stockholders in 2016, the entire Board of Directors will be subject to election at each annual meeting of stockholders, and all directors shall be elected annually for one-year terms expiring at the next succeeding annual meeting of stockholders. A director shall hold office until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any newly created directorship on the Board of Directors that results from an increase in the number of directors shall, subject to the rights of holders of any shares of Preferred Stock, be filled only by a majority of the directors then in office, provided that a quorum is present. Any other vacancy may, subject to the rights of holders of any shares of Preferred Stock, be filled only by a majority of the directors, although less than a quorum, or by a sole remaining director. Any director appointed to fill a vacancy or a newly created directorship shall hold office until the next annual meeting of stockholders, and until his or her successor shall be elected and shall qualify, subject , however, to prior death, resignation, retirement, disqualification or removal from office.
(2) Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal, filling of vacancies and other features of such directorships shall be governed by the terms of this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) applicable thereto.