HILL INTERNATIONAL,INC. (NYSE:HIL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.

On December5, 2018, Hill International,Inc. (the “Company”) entered into a Board Observer and Standstill Agreement (the “Agreement”) with Richter Capital LLC and David L. Richter (collectively, the “Richter Group”), to which the Richter Group agreed to certain standstill provisions and the Company agreed to appoint Mr.Richter as an observer to the Company’s Board of Directors (the “Board”). The following is a summary of the terms of the Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit10.1 and is incorporated herein by reference.

Under the terms of the Agreement, the Richter Group has agreed to certain standstill restrictions during the Standstill Period (as defined under the Agreement), including restrictions on the Richter Group (1)soliciting or granting proxies to vote shares of the Company’s common stock, (2)initiating stockholder proposals for consideration by the Company’s stockholders, (3)nominating directors for election to the Board, (4)seeking the removal of any member of the Board, and (5)submitting proposals for or offers of certain extraordinary transactions involving the Company, in each case, subject to certain exceptions. The Agreement generally defines the “Standstill Period” as the period beginning on the date of the Agreement until the date Mr.Richter is no longer serving as an observer on the Board or, if Mr.Richter resigns as an Observer or if the Richter Group terminates the Agreement, the date that is 180 days following the date Mr.Richter is no longer serving as an observer on the Board.

Item 5.07 Submission of Matters to a Vote of Security Holders

On December6, 2018, Hill International,Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the proposals voted upon at the Annual Meeting and the final voting results.

As of the close of business on October22, 2018, the record date for the Annual Meeting, 55,558,243 shares of the Company’s common stock, par value $0.0001 per share, were outstanding and entitled to vote. 43,435,302 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 78.2% percent of the shares entitled to be voted. For Proposal 1, nominees receiving a majority of votes cast “for” their election will be elected as a director; the votes cast “for” a nominee must exceed the votes cast “withheld” for such nominee. For Proposals 2 and 3, the votes cast “for” each such proposal must exceed the votes cast ““against” such proposal in order for the proposal to pass.

Proposal 1 – Election of Directors. The Company’s stockholders elected Arnaud Ajdler and Raouf S. Ghali to serve on the Board of Directors until the Company’s Annual Meeting of Stockholders in 2021 and until their successors have been duly elected or appointed, as set forth below.