Engine Capital Standstill on Hill Int’l

Purpose of Transaction. Item 4 is hereby amended to add the following:  On March 7, 2018, the Reporting entered into a nomination and standstill agreement with the Issuer (the “Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”).  Pursuant to the terms of the Agreement, the Issuer agreed that so long as the Reporting Persons continue to beneficially own at least 10% of their current share position, the Board will nominate Mr. Ajdler as a director candidate for election at the 2018 Annual Meeting, will include Mr. Ajdler in the Issuer’s director slate for the 2018 annual meeting of stockholders (the “2018 Annual Meeting”), will recommend that stockholders vote in favor of Mr. Ajdler’s election as a director, and will, if necessary, take action to increase the size of the Board by one member effective as of the date of the 2018 Annual Meeting.

The Issuer further agreed to appoint Arnaud Ajdler as an observer to the Board until the 2018 Annual Meeting. The Reporting Persons agreed not to conduct a proxy contest regarding any matter, including the election of directors or the submission of a shareholder proposal, with respect to the 2018 Annual Meeting.

The Reporting Persons have also agreed to certain standstill restrictions and voting commitments from the date of the Agreement through the later of (A) twenty (20) days prior to the nomination deadline in connection with the nomination of directors at the 2019 annual meeting of stockholders and (B) the date that Mr. Ajdler is no longer serving on the Board. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Link: https://www.sec.gov/Archives/edgar/data/1287808/000092189518000924/0000921895-18-000924-index.htm