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): June 12, 2014

HILL INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s 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:

o                                                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                                Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                                Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

Hill International, Inc. (the “Company”) held its annual meeting of stockholders on June 12, 2014. At the meeting, the stockholders elected for a term of three years the two directors nominated by the Company’s Board of Directors. In addition, the stockholders approved an increase of 2,000,000 shares in the number of shares issuable under the Hill International, Inc. 2006 Employee Stock Option Plan to 10,000,000 shares and approved, on an advisory basis, the compensation of the Company’s named executive officers, as follows:

Election of Director Nominees

Proposal to approve an increase in the shares authorized for issuance under the Hill International, Inc. 2006 Employee Stock Option Plan to 10,000,000

Proposal to approve, on an advisory basis, the 2013 Named Executive Officer Compensation

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1                                  Hill International, Inc. 2006 Employee Stock Option Plan, as amended June 12, 2014.

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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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