×

Glass Lewis Recommends Withholding Votes from Two of Three Bulldog Nominees in Hill International Proxy Contest

PHILADELPHIA, Aug. 01, 2016 (GLOBE NEWSWIRE) -- Hill International (NYSE:HIL), the global leader in managing construction risk, announced today that Glass, Lewis & Co., LLC, the leading independent proxy advisory firm, has issued a report recommending that Hill’s stockholders withhold their votes from two of the three director nominees recommended by activist Bulldog Investors, LLC, namely Paul Evans and David Sgro. Glass Lewis stated in their report that support for these two dissident nominees was “not warranted.”

In its report, Glass Lewis stated that they “believe that the dissident has failed to provide shareholders with sufficient context regarding the company’s relative operational/financial performance.” Furthermore, they “note that one dissident nominee would…represent 11% of the company’s expected total board seats, which [they] believe is reasonable considering the dissident group’s combined 13% equity stake in the company.”

Hill’s Board has made two stockholder proposals, one recommending the adoption of majority voting during uncontested elections of directors and the other recommending the adoption of annual frequency for “say on pay” advisory votes on executive compensation. Glass Lewis recommended that stockholder vote for both of these proposals, stating that their approval is in “the best interests of shareholders.”

Bulldog has also made two stockholder proposals, one undoing certain Bylaw reforms implemented earlier this year and the other to prevent any increase in the size of Hill’s board of directors. Glass Lewis recommended that Hill’s stockholders vote against both of these proposals, stating that they are “not in shareholders’ interest.”

“We believe that the company’s current bylaw is appropriate and that it includes reasonable provisions for bringing matters to a vote at the company’s meetings. We believe that the dissident’s proposed changes could be problematic and are unnecessary,” according to the Glass Lewis report.

Glass Lewis also “believes the board is in the best position to determine the appropriate number of directors,” and that Bulldog’s proposal “will not afford the board sufficient flexibility in determining its composition.”

“We are honored and grateful that Glass Lewis has performed a thorough and balanced review of the issues relevant to this proxy contest and recommended that our stockholders vote against Mr. Evans and Mr. Sgro as well as Bulldog’s two inadvisable proposals,” said David L. Richter, Hill’s President and Chief Executive Officer.

Hill’s Annual Meeting of Stockholders will be held on Thursday, August 11, 2016 at Two Commerce Square, 2001 Market Street, 2nd Floor, Philadelphia, Pennsylvania.

Glass Lewis is the leading independent provider of global governance services, helping institutional investors understand and connect with the companies they invest in. Their unbiased proxy research, industry-leading Viewpoint proxy vote management service, and innovative Meetyl direct-engagement platform, add new efficiency and impact to their clients’ governance activities. For more information on Glass Lewis, please visit their website at www.glasslewis.com.

Hill International, with 4,600 professionals in 100 offices worldwide, provides program management, project management, construction management, construction claims and other consulting services primarily to the buildings, transportation, environmental, energy and industrial markets. Engineering News-Record magazine recently ranked Hill as the eighth largest construction management firm in the United States. For more information on Hill, please visit our website at www.hillintl.com.

Certain statements contained herein may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and it is our intent that any such statements be protected by the safe harbor created thereby. Except for historical information, the matters set forth herein including, but not limited to, any projections of revenues, earnings or other financial items; any statements concerning our plans, strategies and objectives for future operations; and any statements regarding future economic conditions or performance, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and assumptions and are subject to certain risks and uncertainties. Although we believe that the expectations, estimates and assumptions reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Important factors that could cause our actual results to differ materially from estimates or projections contained in our forward-looking statements are set forth in the Risk Factors section and elsewhere in the reports we have filed with the Securities and Exchange Commission, including that unfavorable global economic conditions may adversely impact our business, our backlog may not be fully realized as revenue and our expenses may be higher than anticipated. We do not intend, and undertake no obligation, to update any forward-looking statement.

Hill International, Inc.
John P. Paolin
Senior Vice President of Marketing and
Corporate Communications
(215) 309-7710
johnpaolin@hillintl.com

The Equity Group Inc.
Devin Sullivan
Senior Vice President
(212) 836-9608
dsullivan@equityny.com

(HIL-G)

Source:Hill International, Inc.