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

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

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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.

Director

For

Withhold

Broker Non-Votes

Arnaud Ajdler

33,375,551

278,806

9,780,945

Raouf S. Ghali

25,600,779

8,053,578

9,780,945

Proposal 2 — Advisory Vote on Named Executive Officer Compensation. The Company’s stockholders approved, on an advisory basis, the compensation paid to named executive officers.

For

Against

Abstain

Broker Non-Votes

27,198,128

6,361,175

95,054

9,780,945

Proposal 3 — Ratification of EisnerAmper LLP as the Company’s Independent Registered Public Accounting Firm for 2018. The Company’s stockholders ratified the Company’s selection of EisnerAmper LLP to serve as the Company independent registered public accounting firm for the fiscal year ending December31, 2018.

For

Against

Abstain

Broker Non-Votes

38,983,958

4,032,450

418,894

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Hill International, Inc. Exhibit
EX-10.1 2 a18-41060_2ex10d1.htm EX-10.1 Exhibit 10.1   BOARD OBSERVER AND STANDSTILL AGREEMENT   This Board Observer and Standstill Agreement,…
To view the full exhibit click here

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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