HILL INTERNATIONAL,INC. (NYSE:HIL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September28, 2018, the Board of Directors (the “Board”) of Hill International,Inc. (the “Company”) voted to appoint each of Arnaud Ajdler and James Chadwick as additional independent members of the Board, effective as of October1, 2018. The initial term of Mr.Ajdler’s appointment will be from October1, 2018 until the 2018 annual meeting of stockholders which is scheduled for December6, 2018. The initial term of Mr.Chadwick’s appointment will be from October1, 2018 until the annual meeting of stockholders in 2020. In addition, the Board has appointed Mr.Ajdler to serve on the Board’s Compensation Committee, which he will chair.
As previously disclosed in the Company’s filings, the Company is a party to certain Nomination and Standstill Agreements whereby the Company has agreed to nominate each of Mr.Ajdler and Mr.Chadwick to the Board at the Company’s annual meeting of stockholders in 2018.
Mr.Ajdler has served as the managing partner for Engine Capital L.P., a value-oriented investment firm, since 2013. Mr.Ajdler, who was a member of Hill’s Board from June2006 to June2009, currently sits on the boards of Stewart Information Services Corporation (NYSE:STC) and StarTek,Inc. (NYSE:SRT). He earned a BS in Mechanical Engineering from the Free University of Brussels, Belgium, an MS in Aeronautics from the Massachusetts Institute of Technology (MIT), and an MBA from Harvard Business School.
Mr.Chadwick has served as a Director of the investment firm Alternative Investments with Ancora Advisors, LLC. since 2014. He has served on the board of seven public companies. Mr.Chadwick earned a BA from the University of California Los Angeles.
Item 8.01. Other Events.
In addition, the Board has elected David D. Sgro as Chairman of the Board, effective as of October1, 2018.
The Company has issued a press release on October2, 2018 regarding the matters described above. A copy of the press release is included as Exhibit99.1 to this Current Report on Form8-K and is hereby incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
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Certain statements contained herein may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and it is our intent that any such statements be protected by the safe harbor created thereby. Except for historical information, the matters set forth herein including, but not limited to, any statements of belief or intent, any statements concerning our plans, strategies and objectives for future operations; and any statements regarding our intent to file late periodic reports or relisting on a national securities exchange, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and assumptions and are subject to certain risks and uncertainties. Although we believe that the expectations, estimates and assumptions reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Important factors that could cause our actual results to differ materially from estimates or projections contained in our forward-looking statements are set forth in the Risk Factors section and elsewhere in the reports we have filed with the Securities and Exchange Commission, including that unfavorable global economic conditions may adversely impact our business, our backlog may not be fully realized as revenue, our expenses may be higher than anticipated, and the review of the Company’s accounting, accounting policies and internal control over financial reporting, and the preparation of and the audit or review, as applicable, of filings may take longer than currently anticipated or additional restatement adjustments may be identified. We do not intend, and undertake no obligation, to update any forward-looking statement.
Hill International, Inc. ExhibitEX-99.1 2 a18-36273_1ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Hill International Announces David Sgro as Chairman of the Board,…To view the full exhibit click
About HILL INTERNATIONAL,INC. (NYSE:HIL)
Hill International, Inc. (Hill) is a professional services firm. The Company provides program management, project management, construction management, construction claims and other consulting services primarily to the buildings, transportation, environmental, energy and industrial markets. The Company operates in two segments: Project Management Group and Construction Claims Group. The Project Management Group is engaged in providing fee-based or agency construction management services. The segment provides construction and project management services to construction owners across the world. The Construction Claims Group is engaged in advising clients in order to assist them in preventing or resolving claims and disputes based upon schedule delays, cost overruns and other problems on construction projects. The Company’s clients consist primarily of the United States and other national governments, state and local governments, and the private sector.
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