Form 8-K Hill International, Inc. For: Jul 23
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): July 23, 2019
HILL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction
One Commerce Square
2005 Market Street, 17th Floor
(Address of principal executive offices)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Name of each exchange on which registered
Common Stock, par value $0.0001
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). o
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. o
Item 1.02 Termination of a Material Definitive Agreement.
On July 22, 2019, Hill International, Inc. (the “Company”) and Irvin E. Richter (“Mr. Richter”) mutually agreed, effective immediately, to terminate the Employment Agreement between the Company and Mr. Richter, dated as of December 31, 2014. Mr. Richter is a former Chief Executive Officer and former Chairman of the Company. As a result of the termination of the Employment Agreement, Mr. Richter is no longer an employee of the Company. A description of the Employment Agreement, which would have terminated by its terms on December 31, 2019, is set forth in the section titled “Employment Agreement with Irvin E. Richter” in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on April 30, 2019, which description is incorporated herein by reference. The termination was part of a settlement of litigation between the parties; as part of the settlement, the Company was not required to make any payments to Mr. Richter.
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.
/s/ William H. Dengler, Jr.
William H. Dengler, Jr.
Dated: July 23, 2019
Executive Vice President and Chief Administrative Officer