SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): June 10, 2020 (
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including
area code: (
(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:
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
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 4, 2020, 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 15, 2020, the record date for the Annual Meeting, 56,244,878 shares of the Company’s common stock, par value $0.0001 per share, were outstanding and entitled to vote. 49,537,133 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 88.07% 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 Paul J. Evans and James B. Renacci to serve on the Board of Directors until the Company’s Annual Meeting of Stockholders in 2023, and until their successors have been duly elected or appointed, as set forth below.
|Paul J. Evans||36,677,255||3,948,141||8,911,737|
|James B. Renacci||40,305,795||319,601||8,911,737|
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.
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 2020.
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 10, 2020||Title:||Executive Vice President and Chief Administrative Officer|