On September 26, 2024, the Board of Directors of Heidrick & Struggles International, Inc. (the “Company”) adopted amended and restated by-laws of the Company (the “Amended and Restated By-Laws”), effective immediately, in connection with disclosure and procedural requirements related to stockholder nominations of directors and submissions of stockholder proposals. The amendments reflected in the Amended and Restated By-Laws, among other things, modify the existing procedural mechanics and disclosure requirements for stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended), including to clarify or limit the scope of certain information and disclosures required regarding proposing stockholders, proposed nominees and other related persons. In addition, the Amended and Restated By-laws reflect various ministerial, procedural, clarifying and conforming changes, including clarifying that special meetings of stockholders may be called at any time by the Board of Directors or its Chair or the Chief Executive Officer of the Company and adding a provision regarding severability.