Hill International Inc. (HIL): Bulldog Investors Settles Lawsuit, Has 3 Nominees Elected to Board

Page 21 of 24 – SEC Filing

The Agreement also includes customary mutual releases of each of the parties.

 

The Order, among other things, dismisses the suit with prejudice and vacates the status quo order.  The Order also deems both the Issuer’s proposal to amend the Issuer’s Bylaws to implement majority voting and the Issuer’s proposal to provide for an annual advisory vote on named executive officer compensation to have been adopted.

 

The Court entered the Order on September 19, 2016.

 

Given the terms of the Agreement and the Order, the Issuer will not take any additional steps with respect to the previously announced postponement of the 2016 Annual Meeting, including issuing a new proxy statement. The postponed 2016 Annual Meeting, which was to be held on October 21, 2016, is cancelled.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On September 16, 2016, Bulldog and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7.

Material to be Filed As Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

Settlement Agreement and Mutual Release by and among Bulldog Investments, LLC and Hill International, Inc., dated September 16, 2016.