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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   000-33961   20-0953973

(State or other jurisdiction

of incorporation) 

 

(Commission

File Number) 

 

(IRS Employer

Identification No.) 

 

One Commerce Square

2005 Market Street, 17th Floor

Philadelphia, PA

  19103
(Address of principal executive offices)   (Zip Code)

 

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 Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 HIL New York Stock Exchange (NYSE)

 

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   For     Withhold     Broker
Non-Votes
 
Arnaud Ajdler     27,672,551       3,573,241       8,397,486  
Raouf S. Ghali     28,076,896       3,168,896       8,397,486  

 

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
 
  30,675,711       555,269       14,812       8,397,486  
                             

 

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     Against     Abstain     Broker
Non-Votes
 
  39,472,205       154,714       16,359       -  

 

 

 

 

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.

 

  HILL INTERNATIONAL, INC.
   
  By: /s/ William H. Dengler, Jr.
  Name: William H. Dengler, Jr.
Dated: June 9, 2021 Title: Executive Vice President and Chief Administrative Officer

 

 

 

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