Bulldog Investors, LLC – ‘DEFC14A’ on 5/26/15 re: Hill International, Inc.

On:  Tuesday, 5/26/15, at 10:47am ET   ·   Effective:  5/26/15   ·   Accession #:  1504304-15-64   ·   File #:  1-33961

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Definitive Proxy Solicitation Material — Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFC14A     Definitive Proxy Solicitation Material --              3±    12K 
                          Contested Solicitation                                 


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]                                  
Bulldog Investors, LLC                                                          
Attn: Phillip Goldstein                                                         
250 Pehle Avenue, Suite 708                                                     
Saddle Brook, NJ 07663                                                          
Phone: 201 881-7100                                                             
Fax: 201 556-0097                                                               

Check the appropriate box:                                                      
Preliminary Proxy Statement                                                     
Confidential, for Use of the Commission Only (as permitted by                   
Rule 14a-6(e)(2))                                                               
Definitive Proxy Statement [ ]                                                  
Definitive Additional Materials [x]                                             
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)                                                                     

Payment of Filing Fee (Check the appropriate box):                              

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):                                                                

(4) Proposed maximum aggregate value of transaction:                            

(5) Total fee paid:                                                             

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                
and the date of its filing [].                                                  

(1) Amount Previously Paid:                                                     

(2) Form, Schedule or Registration Statement No.:                               

(3) Filing Party:                                                               

(4) Date Filed:                                                                 

Bulldog Investors, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663          
(201) 881-7111 // Fax: (201) 556-0097 // pgoldstein@bulldoginvestors.com        

          May 26, 2015

Dear Fellow Shareholder of Hill International:                                  

A 6-1/2 YEAR DOWNHILL SLIDE FOR HILL STOCKHOLDERS                               

Bulldog Investors is one of Hill International's largest stockholders. In       
August 2008, Hill's shares peaked at $19.71 per share. Since then, Hill         
stock price has been on a long downhill slide. Throughout the entire month      
of April, 2015, Hill's stock was below $4 per share.                            

MISALIGNMENT OF INTERESTS                                                       

According to the Board: "[A]lignment of the compensation of our executive       
officers with the interests of our stockholders...is one of the core            
principles of our Company's compensation philosophy." That seems to be just     
empty words. While shareholders suffered a lot of pain over those 6-1/2         
years, Hill's managers did quite well for themselves. In 2007, the total        
compensation for Irvin and David Richter, the father and son team that runs     
Hill, was about $2 million. By 2014, their combined compensation had            
increased to $6.4 million.  Meanwhile, the total compensation for each          
non-employee director jumped from $60,000 toa minimum of $170,000.              

INVESTORS CHEER A PROMISING TAKEOVER OFFER                                      

On May 1, 2015, Hill's shares closed at $3.91 per share. The next morning,      
DC Capital Partners, a private investment firm, announced an offer to           
purchase Hill for at least $5.50 per share, a premium of 40.7%. Investors       
greeted the news enthusiastically, bidding the stock to a high of $5.32         
that day. Finally, a catalyst had appeared to shake up management!              

MANAGEMENT'S SELF-SERVING KNEEJERK RESPONSE                                     

Management took a different view. It circled the wagons, immediately            
rejecting the offer, and adopting an anti-stockholder poison pill               
without even attempting to negotiate with DC Capital for a higher price         
or to pursue offers from other potential acquirers. David Richter was           
particularly heated in declaring DC Capital's offer "extremely inadequate"      
and an attempt "to hijack [Hill] from our existing public stockholders          
and put it into their private pockets." The "official" announcement from        
Hill said: "After thoroughly considering [DC Capital's] proposal, the           
Board determined that the proposal substantially undervalues Hill's             
common stock given the company's current strategic plans and prospects          
for continued growth and stockholder value creation, among other                
considerations, and therefore that acceptance of the proposal is not in         
the best interests of the company or its stockholders." If the Board was        
actually able to "thoroughly" review the DC Capital proposal in just one        
day, they must have pulled an "all-nighter." Call us cynical but we suspect     
that management's lucrative compensation might well be at the top of the        
list of its "other considerations."                                             

WHAT NEEDS TO BE DONE NOW                                                       

It is apparent that the Board and the Richters are conflicted. Fortunately,     
stockholders have an opportunity to send a message at the annual meeting        
that we are fed up with management's empty promises of pie in the sky.          
The first thing to do is elect directors whose only interest is in              
maximizing shareholder value. Next, (1) the Board should engage an              
investment banker to explore all avenues to maximize stockholder value,         
and (2) the poison pill should be rescinded in the event a cash tender          
offer is made for all shares. Lastly, stockholders should vote against          
management's proposal to pay themselves millions of dollars per year            
for poor performance.                                                           

THE CHOICE IS CLEAR                                                             

Enough is enough! If you are tired of excuses from Hill management, it is       
critical that you vote the enclosed green proxy. If you have already voted      
management's proxy (even if you voted against the board's nominees), you        
must vote our green proxy in order to elect our nominees and adopt the two      
aforementioned proposals to maximize shareholder value that we intend to        
present at the annual meeting.                                                  

You may vote your proxy online at WWW.PROXYVOTE.COM or by telephone at          
1-800-454-8683 if your shares are held in street name. Alternatively, you       
can mail the GREEN proxy card in the enclosed envelope but please do it         
today. If you have any questions about how to vote your proxy, please call      
InvestorCom at 1-877-972-0090.                                                  

                                 Very truly yours,

                                     /S/ Phillip Goldstein

                                 Phillip Goldstein
                         Principal

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEFC14A’ Filing		Date		Other Filings
Filed on / Effective on:		5/26/15		DEFC14A
		5/1/15
				List all Filings