Current Report Filing (8-k)
June 09 2021 - 04:32PM
Edgar (US Regulatory)
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2021-06-07
2021-06-07
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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 7, 2021
HILL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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000-33961
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20-0953973
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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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One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, PA
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19103
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (215) 309-7700
(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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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HIL
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New York Stock Exchange (NYSE)
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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 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
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 5.07 Submission of Matters to a Vote of Security Holders
On June 7, 2021, 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 April 23, 2021, the record date for
the Annual Meeting, 56,626,168 shares of the Company’s common stock, par value $0.0001 per share, were outstanding and entitled
to vote. 39,643,278 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 70.0% 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” 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
2024, and until their successors have been duly elected or appointed, as set forth below.
Director
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For
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Withhold
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Broker
Non-Votes
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Arnaud Ajdler
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27,672,551
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3,573,241
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8,397,486
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Raouf S. Ghali
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28,076,896
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3,168,896
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8,397,486
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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
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Against
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Abstain
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Broker
Non-Votes
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30,675,711
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555,269
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14,812
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8,397,486
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Proposal 3 - Ratification of the Appointment of Independent Registered
Public Accounting Firm. The Company’s stockholders approved the ratification of the appointment of Grant Thornton LLP as the
Company’s independent registered public accounting firm for 2021.
For
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Against
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Abstain
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Broker
Non-Votes
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39,472,205
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154,714
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16,359
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-
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SIGNATURES
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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HILL INTERNATIONAL, INC.
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By:
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/s/ William H. Dengler, Jr.
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Name:
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William H. Dengler, Jr.
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Dated: June 9, 2021
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Title:
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Executive Vice President and Chief Administrative Officer
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