Current Report Filing (8-k)
June 15 2018 - 4:05PM
Edgar (US Regulatory)
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): June 13, 2018
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-25837
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36-2681268
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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233 South Wacker Drive, Suite 4900, Chicago, IL
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60606-6303
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 4.01
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Change in Registrants Certifying Accountant.
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(a)
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Dismissal of Previous Independent Registered Public Accounting Firm
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The Audit and Finance Committee of
the Board of Directors (the Audit Committee) of Heidrick & Struggles International, Inc. (the Company) has conducted a competitive process to select a firm to serve as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2018. The Audit Committee invited several firms to participate in this process.
As a result
of this process, on June 13, 2018, the Audit Committee appointed RSM US LLP (RSM) as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. The Companys formal
engagement of RSM remains subject to RSM completing its client acceptance process. In conjunction with the selection of RSM to serve as the Companys independent registered public accounting firm, the Audit Committee dismissed KPMG LLP
(KPMG) from that role effective on June 13, 2018.
KPMGs audit reports on the consolidated financial statements of the Company as
of and for the fiscal years ended December 31, 2017 and December 31, 2016 did not contain any adverse opinion or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2017 and December 31, 2016, respectively, and the interim period through June 13, 2018, there were
(i) no disagreements between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG would have
caused KPMG to make reference to the subject matter of the disagreement in their reports on the Companys consolidated financial statements for such years, and (ii) no reportable events as that term is defined in Item
304(a)(1)(v) of Regulation
S-K.
The Company provided KPMG with a copy of the disclosures it is making in this
Current Report on Form
8-K
(this Report) prior to the time this Report was filed with the Securities and Exchange Commission (the SEC). The Company requested that KPMG furnish a letter
addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of KPMGs letter, dated June 15, 2018, is attached hereto as Exhibit 16.1.
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(b)
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Engagement of New Independent Registered Public Accounting Firm
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On June 13, 2018, the Audit
Committee appointed RSM as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. The formal engagement of RSM remains subject to RSM completing its client acceptance process. During the
fiscal years ended December 31, 2017 and December 31, 2016, respectively, and the subsequent interim period through June 13, 2018, neither the Company nor anyone acting on its behalf has consulted with RSM on any matters or events set
forth in Item 304(a)(2)(i) or 304(a)(2)(ii) of Regulation
S-K.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURE
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.
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HEIDRICK & STRUGGLES INTERNATIONAL, INC.
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By:
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/s/ Kamau A. Coar
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Kamau A. Coar
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General Counsel
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Date: June 15, 2018
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