Hill International postpones annual meeting, makes management changes

David L. Richter, new board chairman, said the meeting will be rescheduled.

Hill International abruptly postponed its annual meeting Thursday, heightening the drama in a proxy battle at the Philadelphia-based public company.

"We delayed the meeting for a significant business reason. That reason is confidential," said the new board chairman, David L. Richter.

He said he expected a new date for the annual meeting to be set "perhaps in the next few weeks."

Shareholder votes were supposed to be counted at the morning meeting, but when investors showed up, no one from the company was there, according to one dissident shareholder.

Hill, a construction consulting firm with annual sales topping $700 million, also announced changes to management and its board this week.

And the company announced that Richter, son of the founder, was suing Phil Goldstein, an activist hedge fund manager with an ownership stake in Hill. The suit, filed in Philadelphia Common Pleas Court, alleges defamation and a "personal attack campaign" against Richter. "They said false things about me and my integrity. I intend to show that was defamatory," he said.

Goldstein's fund and two others have led a proxy fight for new directors at Hill, whose stock price has languished.

In a Thursday statement, the company announced that Irvin E. Richter, who founded Hill in 1976, had resigned as chairman of the board. He will continue as a member of the board and will be chairman emeritus.

David Richter was elected the new chairman and will no longer serve as president. Chief operating officer Raouf S. Ghali added the title of president. Chief financial officer John Fanelli and general counsel William H. Dengler Jr. were promoted from senior vice president to executive vice president.

In addition, Hill expanded its board from nine to 11 members, and elected Ghali and Adam L. Eiseman to fill the new seats.

Ghali has been COO since 2015, with responsibility for all business operations. He earlier served in a variety of roles at Hill.

Eiseman has been president and chief executive officer of Lloyd Group, which he founded in 1995.

Goldstein said he drove from New York City to Philadelphia on Thursday morning "only to discover there was no one there. There were a few other shareholders, and we didn't know why they canceled the meeting."

Asked why Richter was suing, Goldstein replied, "Why is he suing me personally? What does that have to do with the [board] elections?"

Thursday's vote was supposed to count shareholders' yeas and nays on whether the company (symbol: HIL) should nominate three new outside directors.

For the second year in a row, Bulldog Investors, Goldstein's fund, based in Saddle Brook, N.J., had nominated outsiders for the Hill board.

Goldstein has said he supports new blood on the board, saying "the turnaround has taken too long and is not yet sufficiently robust to give shareholders enough confidence in the board's sense of urgency about the company's situation."

Hill stock has hovered recently around $4 a share.

The company turned down an offer to sell for $4.75 a share.

Bulldog owns 7.5 percent of Hill. Other dissident investors included Crescendo Advisors and Perot Investments, which manages H. Ross Perot's family fortune. The Richter family says it owns 22 percent of Hill's shares.


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