Item 5.02 Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain
Officers
On September 25, 2022, Arnaud Ajdler notified the Board of Directors (the
"Board") of Hill International, Inc. (the "Company") of his intention to resign
as a director of the Company, effective September 25, 2022. Mr. Ajdler also
resigned his positions on the Board's Compensation Committee and Governance and
Nominating Committee. Mr. Ajdler's resignation was not the result of any dispute
or disagreement between him and the Company, Board or any committee of the Board
on any matter. A copy of Mr. Ajdler's notice of resignation is attached as
Exhibit 99.1.
Item 8.01 Other Events
Additional Information and Where to Find It
The Company expects to file a proxy statement (the "Proxy Statement") as well as
other relevant materials, with the SEC in connection with the transactions
contemplated by the Amended and Restated Agreement and Plan of Merger, dated
August 26, 2022, among Hill International, Inc., Global Infrastructure Solutions
Inc. and Liberty Acquisition Sub Inc. (the "Transactions"). This communication
is not intended to be, and is not, a substitute for the proxy statement or any
other document that the Company may file with the SEC in connection with the
Transactions. THE COMPANY URGES INVESTORS TO READ THE PROXY STATEMENT AND THESE
OTHER MATERIALS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTIONS. Investors and security holders may obtain a free copy of the proxy
statement (when available) and other documents filed with the SEC at the website
maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge,
the documents filed or furnished to the SEC by the Company under the
"Investors/SEC Filings" section of the Company's website at www.hillintl.com.
Participants in the Solicitation of Proxies in Connection with the Transactions
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the Transactions.
Information regarding the Company's directors and executive officers, including
a description of their direct and indirect interests in the Transactions by
security holdings or otherwise, will be contained in the Proxy Statement. The
Company's stockholders may obtain additional information regarding the direct
and indirect interests of the participants in the solicitation of proxies in
connection with the Transactions, including the direct and indirect interests of
the Company's directors and executive officers in the Transactions, which may be
different than those of the Company's stockholders generally, by reading the
Proxy Statement and any other relevant documents (including any registration
statement, prospectus, proxy statement and other relevant materials to be filed
with the SEC) that are filed or will be filed with the SEC relating to the
Transactions. You may obtain free copies of these documents using the sources
indicated above.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Notice of Resignation of Arnaud Ajdler dated September 25, 2022.
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document).
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