Recall that Bulldog Investors went active on Hill International back in mid-May with a 5.5% stake and nominated 2 individuals for the board. It wants the company to hire an investment bank to explore a sale of the company and it also wants the recent poison pill that was put in place to be rescinded should a cash offer come about.
Here's ISS' notes: "The company’s underperformance over a prolonged period, coupled with the board's hasty rejection of an unsolicited offer at a substantial premium to HIL's trading price – including adoption of a three-year poison pill that has not been submitted to shareholder approval – suggests that additional shareholder perspective on the board might be beneficial. The dissident case for change is further bolstered by a persistent pay-for-performance disconnect at the company, and the board's lack of responsiveness to related shareholder concerns. As such, support for dissident nominees Andrew Dakos and Phillip Goldstein is warranted."
Andrew Dakos, a principal of Bulldog Investors, commented: “We are very pleased that ISS, the leading proxy advisory firm, has endorsed our position that change at Hill International is needed by recommending in favor of Bulldog’s nominees as well as our proposals to (1) hire an investment banker to explore all options for maximizing stockholder value, and (2) rescind the poison pill if a cash tender offer is made for all shares of Hill.”