SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
Hill International Inc.
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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No fee required [x].
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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Fee paid previously with preliminary materials [].
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a) (2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
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PROXY STATEMENT OF BULLDOG INVESTORS, LLC IN OPPOSITION TO THE SOLICITATION
BY THE BOARD OF DIRECTORS OF HILL INTERNATIONAL, INC. FOR THE 2016 ANNUAL
MEETING OF STOCKHOLDERS ON AUGUST 11, 2016
On or about [---------], 2016, Bulldog Investors, LLC, the soliciting
stockholder, is sending this proxy statement and the enclosed Green proxy
card, to common stockholders of Hill International, Inc. ("Hill") of record
on June 17, 2016 (the "Record Date"). We are soliciting a proxy to vote your
shares at Hill's Annual Meeting of Stockholders (the "Meeting"). Please
refer to Hill's proxy soliciting material for additional information
concerning the Meeting and the matters to be considered by stockholders
including the election of directors.
INTRODUCTION
The Board of Directors intends to present the following matters for
a vote at the Meeting: (1) the election of three Directors; (2) a proposal
to amend the bylaws to implement a majority voting requirement for the
election of directors in uncontested elections; and (3) an advisory
proposal to establish the frequency of holding a stockholder vote on
executive compensation. A stockholder that is an affiliate of ours
intends to nominate three persons for election as directors and to submit
the following proposals at the Meeting: (4) to amend Hill's Bylaws to
simplify the advance notice requirements for stockholders seeking to
present a proposal or a nominee for director at a meeting of stockholders;
and (5) to limit the number of directors to nine. We are soliciting a
proxy to vote your shares FOR the election of our affiliate's nominees,
FOR an annual vote on executive compensation, and FOR all of the other
aforementioned proposals. We intend to deliver a proxy statement and form
of proxy to all holders of Hill's voting shares.
REASON FOR THE SOLICITATION
We believe that Hill's stock trades at a price that is significantly
below its intrinsic value. We call this disparity the "Richter discount"
because we believe it is largely attributable to the excessive compensation
paid to Hill's father-and-son senior management team of Irvin and David
Richter despite their chronic poor performance. In our opinion, most of
the incumbent directors have failed to hold the Richters accountable for
Hill's depressed stock price. Our affiliate's nominations and proposals
are intended to inject new blood in the boardroom and to send a message
to the other directors that the status quo is unacceptable. If elected,
we would expect our affiliate's nominees to explore options to enhance
stockholder value including hiring a CEO who can deliver improved
performance to replace David Richter.
HOW PROXIES WILL BE VOTED
If you wish to vote FOR the election of our nominees and/or to vote
on any of the above proposals, you may do so by completing and returning
a Green proxy card to us or to our agent. Unless you direct otherwise,
your shares will be voted FOR the election of our nominees, FOR an annual
vote on executive compensation, and FOR all of the aformentioned proposals.
In addition, you will be granting the proxy holder(s) discretionary
authority to vote on any other matters that may come before the Meeting
including matters relating to the conduct of the Meeting. If we determine
that management has taken or threatens to take any illegal action that
will prevent your shares from being voted at the Meeting in accordance
with your wishes, we may elect to litigate and/or not attend the Meeting,
in which case a quorum may not be reached.
VOTING REQUIREMENTS
A quorum will exist if the holders of a majority of the outstanding
shares are represented at the Meeting. Directors shall be elected by a
plurality of the votes cast. The proposal to establish the frequency of
holding a stockholder vote on executive compensation is merely a poll
and is not binding. The other proposals require approval by a majority
of the votes cast. Therefore, any shares not voted on any of those
proposals as a result of an abstention or a broker non-vote will be
disregarded. We do not expect any broker non-votes because this is a
contested election.
REVOCATION OF PROXIES
You may revoke any proxy prior to its exercise by: (i) delivering a
written revocation to us; (ii) executing and delivering a later dated
proxy to any party that presents it to the Inspector of Elections: or
(iii) voting in person at the Meeting. Attendance at the Meeting will
not in and of itself revoke a proxy. Only your latest dated proxy will
be counted.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meeting, a stockholder affiliated with us intends to nominate
the persons named below for election as directors.
On March 9, 2016, Full Value Partners, L.P. ("Full Value Partners"),
Bulldog Investors, LLC ("Bulldog"), Phillip Goldstein, Andrew Dakos,
Steven Samuels, Crescendo Partners II, Crescendo Investments II, Crescendo
Advisors II, Jamarant Capital, Jamarant Investors, Jamarant Advisors,
Eric Rosenfeld, David Sgro, Charles Gillman, Paul Evans, and certain
other parties entered into a Joint Filing and Solicitation Agreement in
which, among other things, (a) the parties agreed to the joint filing on
behalf of each of them of statements on Schedule 13D with respect to the
securities of the Company, (b) the parties agreed to solicit proxies or
written consents for the election of the Nominees and approval of the
business proposals at the 2016 Annual Meeting (the "Solicitation"), and
(c) the Crescendo Parties (as defined therein) agreed to bear the expenses
of outside legal counsel incurred by the Group in connection with the
Solicitation and the Bulldog Parties (as defined therein) agreed to bear
all other expenses incurred by the group in connection with the
Solicitation. Other than as stated above, there are no arrangements or
understandings between us and any of the following nominees in connection
with the nominations.
Charles Gillman, age 45, IDWR Office, 9330 S. Lakewood Ave., Tulsa,
OK 74137; Mr. Gillman has been the owner and Executive Managing
Director of IDWR Multifamily Investment Office since 2013. He
currently is the managing member of a number of private investment
vehicles. From 2001-2013 he served as a Portfolio Manager for Nadel
and Gussman, a holding company with a number of business interests.
He currently serves on the board of the following public companies:
Digirad Corporation (member of the Corporate Governance Committee
and Strategic Advisory Committee), Novation Companies (member of
the Investment Committee) and Datawatch Corporation (member of the
Compensation and Nomination and Governance Committees). Previously,
he served on the board of the following public companies: Aetrium,
Inc., InfuSystem Holdings, Inc., PMFG Inc., On Track Innovations
Ltd., MRV Communications Inc., Littlefield, Hooper Holmes, and
Compumed Inc. We believe Mr. Gillman's experience as a director
of other companies, as a portfolio manager, and in mergers and
acquisitions and divestitures qualifies him to serve as a director.
Paul Evans, age 48, 633 N. Ironwood Drive, Arlington Heights, IL
60004; From 2012-2015 Mr. Evans served as Vice President, Chief
Financial Officer and Treasurer of MYR Group, and President of MYR
Real Estate Company. From 2010-2011, Mr. Evans was Chief Executive
Officer of Conex Energy Corporation, a privately-held company that
developed renewable energy projects. From 2002-2009 he served as
Treasurer and Corporate Officer of NorthWestern Energy, a multi-state
utility that provides electricity and natural gas. Prior to
NorthWestern Energy, Mr. Evans held corporate operational finance
positions at Duke Energy North America, NRG Energy, and McLane
Company, Inc. Mr. Evans is a Certified Public Accountant and holds
a B.B.A. in Accounting from Stephen F. Austin State University and
Masters of International Management from Thunderbird School of
Global Management. We believe Mr. Evans' business experience
qualifies him to serve as a director.
David Sgro, age 39, 777 Third Avenue, 37th Floor, New York, NY 10017;
Mr. Sgro is a Senior Managing Director of Crescendo Partners, L.P. and
has held various positions at Crescendo Partners since May 2005. He is
also a Managing Member and Head of Research for Jamarant Capital, a
private investment fund. Mr. Sgro also serves as an officer and
director of Harmony Merger Corp. (NASDAQ:HRMN), a Special Purpose
Acquisition Company. Mr. Sgro has been a director, and is the
chairman of the audit committee, of SAExploration Holdings, Inc.
(NASDAQ:SAEX), a provider of seismic data services to the oil and
gas industries, since June 2013 and Pangaea Logistics Solutions Ltd.
(NASDAQ:PANL), a provider of seaborne dry bulk transportation services
to industrial customers, since October 2014. He has also been a
director, and chairman of the audit committee, of ComDev International,
a TSX listed designer and manufacturer of space hardware subsystems,
from April 2013 to February 2016, and a director of Bridgewater Systems,
Inc., a TSX listed telecommunications software company, from June 2008
to August 2011, and Primoris Services Corporation (NASDAQ:PRIM), a
specialty construction company, from July 2008 to May 2011. Mr. Sgro
also served as an officer and director of Quartet Merger Corp., from
October 2013 until its merger with Pangaea Logistics Solutions Ltd.
in October 2014 and as an officer and director of Trio Merger Corp.,
from March 2011 until its merger with SAExploration Holdings in June
2013. Prior to joining Crescendo Partners, Mr. Sgro held analyst
positions with Management Planning, Inc. and MPI Securities, Inc.
Mr. Sgro is a Chartered Financial Analyst (CFA) Charterholder and holds
a B.S. in Finance from The College of New Jersey and an M.B.A. from
Columbia Business School. We believe Mr. Sgro's experience as a director
of public companies, his operational experience and financial expertise
qualify him to serve as a director.
If any nominee is deemed to be disqualified based on his service as a
director of other companies, each such nominee has represented that if
elected, he will promptly resign from his position with any such companies
in order to meet the qualification requirements of Section 3.1 of the bylaws.
In addition, if any of the above nominees are unable to serve, we may vote
your proxy for a substitute nominee.
Unless instructed otherwise, your proxy will be voted FOR the above
nominees.
PROPOSAL 2: TO AMEND HILL'S BYLAWS TO IMPLEMENT A MAJORITY VOTING
REQUIREMENT FOR UNCONTESTED ELECTIONS OF DIRECTORS
Please refer to Hill's proxy soliciting material for additional information
concerning this proposal. We agree with the Board that stockholders should vote
to adopt a majority voting standard for uncontested elections of directors.
Unless instructed otherwise, your proxy will be voted FOR this proposal.
PROPOSAL 3: AN ADVISORY PROPOSAL TO ESTABLISH THE FREQUENCY OF HOLDING
A STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION
Please refer to Hill's proxy soliciting material for additional information
concerning this proposal. We agree with the Board that stockholders should vote
annually on executive compensation.
Unless instructed otherwise, your proxy will be voted FOR an annual vote on
executive compensation.
PROPOSAL 4: TO AMEND HILL'S BYLAWS TO SIMPLIFY THE ADVANCE NOTICE
REQUIREMENTS FOR STOCKHOLDERS SEEKING TO PRESENT A PROPOSAL OR A NOMINEE FOR
DIRECTOR AT A MEETING OF STOCKHOLDERS
A provision of Hill's bylaws that was unilaterally adopted by the Board
of Directors, requires stockholders that intend to submit nominations or
proposals for a stockholder vote to provide extensive information to the board
of directors. We believe these requirements are inequitable and have no
legitimate business purpose. Consequently, we believe Hill's bylaws should be
amended in order to (1) eliminate unnecessary impediments to the stockholder
franchise, (2) simplify the requirements for stockholders that intend to
submit nominations or proposals for a stockholder vote, and (3) deter
litigation. The proposal is as follows:
Section 2.2 and Section 3.3 of the Bylaws are hereby rescinded, and
Sections 3.4 through 3.14 shall accordingly be renumbered as Sections
3.3 through 3.13. An amended Section 2.2 as set forth below is
hereby adopted.
2.2 Annual Meetings. The annual meeting of stockholders shall be
held on such date and at such time as may be fixed by the Board of
Directors and stated in the notice of the meeting, for the purpose
of electing directors and for the transaction of only such other
business as is properly brought before the meeting in accordance
with these Bylaws (the "Bylaws").
Written notice of an annual meeting stating the place, date and
hour of the meeting, shall be given to each stockholder entitled
to vote at such meeting not less than ten (10) nor more than sixty
(60) days before the date of the annual meeting.
To be properly brought before the annual meeting, the business
(including nominations of persons for election to the Board of
Directors of the Corporation) must be either (i) specified in the
notice of annual meeting (or any supplement or amendment thereto)
given by or at the direction of the Board of Directors,
(ii) otherwise brought before the annual meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly
brought before the annual meeting by any stockholder (a) who is a
beneficial stockholder of the Corporation at the annual meeting,
and (b) provides notice containing the names and addresses of any
nominees for election as directors and a brief description of any
proposal(s) to be presented for a vote at the annual meeting in
writing to the Secretary of the Corporation not less than the
later of (i) sixty (60) days in advance of the anniversary of the
previous year's annual meeting date (the "Anniversary Date") or
(ii) ten (10) days following the date of public disclosure of the
date of such meeting reasonably calculated to inform stockholders.
Unless instructed otherwise, your proxy will be voted FOR this proposal.
PROPOSAL 5: A RECOMMENDATION TO LIMIT THE NUMBER OF DIRECTORS TO NINE
The directors are highly compensated for a company the size of Hill.
Recently, the number of directors was increased from seven to nine.
If any additional directors are deemed desired, an equal number of
incumbent directors should resign to make room for them. This proposal,
if approved by stockholders, is not binding on the Board.
Unless instructed otherwise, your proxy will be voted FOR this proposal.
THE SOLICITATION
We intend to solicit proxies by mail, and may utilize other means, e.g.,
telephone or the internet. We intend to deliver this proxy statement and form of
proxy to every stockholder. Our proxy materials are available at:
www.bulldoginvestorsproxymaterials.com.
Persons affiliated with, or employed by us, such as a proxy solicitation
firm, may assist us in the solicitation of proxies. Banks, brokerage houses and
other securities intermediaries will be requested to forward this proxy
statement and the enclosed Green proxy card to the beneficial owners for whom
they hold shares of record. We will reimburse these organizations for their
reasonable out-of-pocket expenses.
Initially, we and our clients will bear all of the expenses related to
this proxy solicitation. Because we believe that all stockholders will benefit
from this solicitation, we intend to seek, subject to any applicable regulatory
requirements, reimbursement of expenses incurred in 2015 and 2016 from Hill.
Stockholders will not be asked to vote on the reimbursement of these expenses.
In 2015, our expenses totaled $--------. In 2016, our expenses thus far have
totaled approximately $------, and we estimate they will ultimately total
$--------.
PARTICIPANTS
Other than as stated herein, no "participant" has any direct or
indirect arrangement or understanding with any person with respect to any
securities of Hill. No "participant" has any direct or indirect arrangement
or understanding with any person with respect to future employment by Hill or
any of its affiliates or as to any future transactions to which Hill or any of
its affiliates will or may be a party. A "participant," as defined by the SEC,
includes Bulldog, the nominees designated above, all persons set forth in the
joint Schedule 13D filed by Phillip Goldstein of Bulldog Investors, LLC and
Eric Rosenfeld of Crescendo Partners on EDGAR on March 9, 2016 and each
client advised by Bulldog. The SEC's definition of a "participant" may be
misleading because a reasonable stockholder might think a "participant" has
a more active role in a solicitation than may be the case.
As of June 17, 2016, Bulldog Investors, LLC, 250 Pehle Avenue, Suite 708,
Saddle Brook, NJ 07663, the soliciting stockholder, beneficially owned ------
shares on behalf of clients and which were purchased at various times
beginning on November 17, 2014. (There have been no sales.) As of June 17, 2016,
David Sgro directly owned ------ shares and Jamarant Capital directly owned
------- shares. Mr. Sgro, as a managing member of Jamarant Capital, may be
deemed to beneficially own such shares. No part of the purchase price of any
of these shares was purchased on margin or in connection with a bank loan.
----------, 2016
PROXY CARD
Proxy Solicited in Opposition to the Board of Directors of Hill International,
Inc. ("Hill") by Bulldog Investors, LLC for the 2016 Annual Meeting of
Stockholders
The undersigned hereby appoints Phillip Goldstein, Rajeev Das, and Andrew Dakos,
and each of them, as the undersigned's proxies, with full power of substitution,
to attend the Annual Meeting of Stockholders of Hill and any adjourned or
postponed Meeting, and to vote on all matters that come before either meeting
the number of shares that the undersigned would be entitled to vote if present
in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF THREE DIRECTORS
[ ] FOR CHARLES GILLMAN [ ] WITHHOLD AUTHORITY
[ ] FOR PAUL EVANS [ ] WITHHOLD AUTHORITY
[ ] FOR DAVID SGRO [ ] WITHHOLD AUTHORITY
2. TO AMEND HILL'S BYLAWS TO IMPLEMENT A MAJORITY VOTING REQUIREMENT FOR
UNCONTESTED ELECTIONS OF DIRECTORS
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. AN ADVISORY PROPOSAL TO ESTABLISH THE FREQUENCY OF HOLDING A STOCKHOLDER
VOTES ON EXECUTIVE COMPENSATION
1 Year [ ] 2 YEARS [ ] 3 YEARS [ ] ABSTAIN [ ]
4. TO AMEND HILL'S BYLAWS TO SIMPLIFY THE ADVANCE NOTICE REQUIREMENTS FOR
STOCKHOLDERS SEEKING TO PRESENT A PROPOSAL OR A NOMINEE FOR DIRECTOR AT A
MEETING OF STOCKHOLDERS
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. AN ADVISORY PROPOSAL TO LIMIT THE NUMBER OF DIRECTORS TO NINE
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted FOR the election of the nominees
named above, FOR "1 YEAR" on Proposal 3 and FOR Proposals 2, 4 and 5. The
undersigned hereby revokes any proxy previously executed.
Signature(s) ________________________ Dated: _____________