Exhibit 99.2
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, PA 19103
Tel: 215-309-7700
www.hillintl.com
February 4, 2016
Via E-Mail
Phillip Goldstein
Principal
Bulldog Investors, LLC
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Dear Mr. Goldstein:
We are writing to you on behalf of the entire Board of Directors (the “Board”) of Hill International, Inc. (“Hill”) in response to your letter, dated December 21, 2015, “urg[ing] the Board to establish a committee of independent directors (and engage independent counsel) to assess all strategic alternatives to maximize shareholder value for Hill.” Our Board has concluded that acceptance of your recommendation is not in the best interests of Hill or its stockholders at this time, and our Board authorized us to inform you that it has therefore rejected your recommendation.
We are also in receipt of your letter, dated January 19, 2016, requesting that the Board direct Hill’s General Counsel to provide you certain information regarding stockholder nominations for annual meetings under Hill’s bylaws. You should be advised that the Board recently amended and restated Hill’s bylaws, effective January 21, 2016, which included clarification of the nomination process and procedure. You may obtain a copy of the new amended and restated bylaws, including a marked copy indicating all recent changes, at www.sec.gov.
Thank you for your interest in Hill.
| Best regards, |
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| HILL INTERNATIONAL, INC. |
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| /s/ Irvin E. Richter |
| Irvin E. Richter |
| Chairman |
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| /s/ Brian W. Clymer |
| Brian W. Clymer |
| Lead Independent Director |