UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 31, 2014
HILL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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000-33961 |
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20-0953973 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
303 Lippincott Centre, Marlton, NJ |
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08053 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (856) 810-6200
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth below in Item 8.01 of this report is hereby incorporated by reference into this Item 5.02.
Item 8.01 Other Events.
As previously disclosed, on January 27, 2014, the Board of Directors (the Board) of Hill International, Inc. (the Company) approved a leadership succession plan that allowed for the transition of the Chief Executive Officer (CEO) position as of December 31, 2014. Accordingly, effective on December 31, 2014, David L. Richter, the Companys former President and Chief Operating Officer, became President and CEO of the Company. The Companys former CEO, Irvin E. Richter, will continue to be Chairman of the Company. Biographical and other information regarding David L. Richter may be found in the Companys proxy statement filed with the Securities and Exchange Commission on April 30, 2014 (the Proxy Statement). The information in the Proxy Statement under the headings Executive Officers and Corporate GovernanceTransactions with Related Persons is incorporated herein by reference.
On December 31, 2014, we issued a press release announcing the transition of the CEO position. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated December 31, 2014.
SIGNATURES
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.
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HILL INTERNATIONAL, INC. | |
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By: |
/s/ John Fanelli III |
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Name: |
John Fanelli III |
Dated: January 7, 2015 |
Title: |
Senior Vice President and Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
David L. Richter Promoted to CEO at Hill International
Marlton, NJ December 31, 2014 Hill International (NYSE:HIL), the global leader in managing construction risk, announced today that David L. Richter has been promoted to President and Chief Executive Officer effective immediately. This promotion is in accordance with a leadership succession plan approved by Hills Board of Directors and announced earlier this year. Hills former CEO, Irvin E. Richter, will continue to be Chairman of the company that he founded in 1976.
I am extremely honored to be only the second CEO in our companys 39-year history, said David Richter. But I look forward to continuing and in fact building upon Hills tradition as the very best professional services firm in the global construction industry, added Richter.
David Richter, 48, who is both an attorney and a civil engineer, has worked at Hill for 20 years. Prior to his new position, Richter had been President and Chief Operating Officer of the company since 2004. Before that, he was President of Hills Project Management Group from 2001 to 2004, Senior Vice President and General Counsel from 1999 to 2001, and Vice President and General Counsel from 1995 to 1999. He has also been a member of Hills Board of Directors since 1998. Before joining Hill, he was an attorney with the New York City law firm of Weil, Gotshal & Manges, LLP from 1992 to 1995.
Richter is a member of the World Presidents Organization, the Construction Industry Round Table and the American Society of Civil Engineers. He is also a Fellow and past member of the Board of Directors of the Construction Management Association of America. Richter earned his B.S. in management, his B.S.E. in civil engineering and his J.D. from the University of Pennsylvania, and he is currently pursuing his M.Sc. in major program management from the University of Oxford.
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 ninth 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. 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
(856) 810-6210
johnpaolin@hillintl.com
The Equity Group Inc.
Devin Sullivan
Senior Vice President
(212) 836-9608
dsullivan@equityny.com
(HIL-G)
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