UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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ECOLOGY AND
ENVIRONMENT, INC.
(Name of
Registrant as Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Date Filed:
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On April 19, 2017, Ecology and Environment, Inc. issued a press release, a copy of which is provided below.
ECOLOGY AND ENVIRONMENT, INC. REACHES AGREEMENT WITH
MILL ROAD CAPITAL
Resolves Proxy Contest Amicably
LANCASTER, NY, April
19, 2017
Ecology and Environment, Inc. (NASDAQ: EEI) (E & E or the
Company) today announced that it has reached an agreement (the Agreement) with Mill Road Capital and its affiliates (collectively Mill Road), which own approximately 15.43% of outstanding shares of E &
Es Class A common stock, to amicably resolve the proxy contest between the Company and Mill Road.
Under the Agreement, two individuals
previously nominated by Mill Road, Messrs. Justin Jacobs and Michael El-Hillow, will join the Board as Class A Directors following the 2017 Annual Meeting of Shareholders, which will be held as scheduled at 9:00 a.m., Eastern Daylight Savings
Time, on Thursday, April 20, 2017. Mr. Jacobs will be joining the Governance, Nominating and Compensation Committee, and Mr. El-Hillow will be joining the Audit Committee.
We are pleased to have reached a resolution with Mill Road as we continue to focus the Company on achieving profitable growth, said Frank J.
Silvestro, E & E Chairman. We will work with Messrs. Jacobs and El-Hillow as we further build on E & Es long history of solving critical global environmental challenges. We have always welcomed shareholder input and are
confident that all of the Companys investors will benefit from the complementary perspectives of all of our new directors.
Justin C. Jacobs,
Managing Director of Mill Road stated, We believe in the tremendous opportunity represented by E & E and are committed to working constructively on the Board to continue to focus on initiatives aimed at enhancing growth and
efficiency. We appreciate the steps the Company has already taken to drive growth and enhance shareholder value, and are squarely focused on strengthening the Companys market leadership. Mill Road is also committed to honoring E &
Es legacy of protecting the environment and dedication to its employees.
As part of the Agreement, Mill Road has agreed to certain standstill
restrictions and other customary provisions. The full Agreement will be included as an exhibit to a Current Report on Form
8-K
filed by E & E with the Securities and Exchange Commission.
Vinson & Elkins LLP, Ellenoff Grossman & Schole LLP and Gross Shuman Brizdle & Gilfillan P.C. are serving as legal counsel to
Ecology and Environment, Inc. Foley Hoag LLP is serving as legal counsel to Mill Road.
About Ecology and Environment, Inc.
Ecology and Environment, Inc. (E & E or the Company) is a global network of innovators and problem solvers, dedicated
professionals and industry leaders in scientific, engineering, and planning disciplines working collaboratively with clients to develop technically sound, science-based solutions to the leading environmental challenges of our time. We have worked
with clients on thousands of projects in more than 120 countries, including some of the most complex, high-profile projects in the world.
For projects
across a broad range of market sectors, we bring a proactive, collaborative approach and a comprehensive understanding of both the natural and regulatory environment. We establish trust and credibility with every relationship we build and every
project we complete. We work with integrity and invest in truly understanding our clients, their challenges, their opportunities, and their business objectives. In doing so, we are able to transcend the traditional client-consultant relationship and
act as valued strategic advisors, providing clients with a clear line of sight to their goals.
Our U.S. offices are headquartered and incorporated in New
York State. We are listed on the NASDAQ Stock Exchange (NASDAQ) under the ticker symbol EEI.
About Mill Road Capital
Mill Road Capital (Mill Road) is a private investment firm focused on investing in and partnering with publicly traded
micro-cap
companies in the U.S. and Canada. The firm has flexible, long-term capital with the ability to purchase shares in the open market, buy large block positions from existing shareholders, provide capital for
growth or acquisition opportunities, or execute going-private transactions. The firm has raised approximately $670 million of aggregate equity capital commitments and has offices in Greenwich, CT and the San Francisco Bay Area. More information
can be found at http://www.millroadcapital.com.
Forward Looking Statements
Information presented in this communication contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended
(the Securities Act), Section 21E of the Securities Exchange Act of 1934 (the Exchange Act) and the Private Securities Litigation Reform Act of 1995. All statements relating to events or results that may occur in the future,
including, but not limited to, current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management, the Companys future costs of solicitation, record or meeting
dates, compensation arrangements, business objectives, company policies, corporate governance practices as well as capital and corporate structure (including major shareholders, board structure and board composition), are forward-looking statements.
Forward-looking statements generally can be identified by words such as expect, will, change, intend, target, future, anticipate, to be,
goal, project, plan, believe, seek, estimate, continue, may, and
similar expressions. These statements are based on numerous assumptions and involve known and unknown risks, uncertainties and other factors that could significantly affect the Companys
operations and may cause the Companys actual actions, results, financial condition, performance or achievements to be substantially different from any future actions, results, financial condition, performance or achievements expressed or
implied by any such forward-looking statements. Those factors include, but are not limited to, (i) general economic and business conditions; (ii) changes in market conditions; (iii) changes in regulations; (iv) actual or
potential takeover or other
change-of-control
threats; (v) the effect of merger or acquisition activities; (vi) changes in the Companys plans,
strategies, targets, objectives, expectations or intentions; and (vii) other risks, uncertainties and factors indicated from time to time in the Companys reports and filings with the SEC including, without limitation, most recently the
Companys Annual Report on Form
10-K
for the period ended July 31, 2016, under the heading Item 1ARisk Factors and the heading Managements Discussion and Analysis of
Financial Condition and Results of Operations. The Company does not intend, and undertakes no obligation to update or publicly release any revision to any such forward-looking statements, whether as a result of the receipt of new information,
the occurrence of subsequent events, the change of circumstance or otherwise. Each forward-looking statement contained in the Companys proxy statement is specifically qualified in its entirety by the aforementioned factors. You are advised to
carefully read the Companys proxy statement in conjunction with the important disclaimers set forth above prior to reaching any conclusions or making any investment decisions.
Important Additional Information
E & E, its
directors and certain of its executive officers will be deemed to be participants in the solicitation of proxies from Company shareholders in connection with the matters to be considered at the Companys annual meeting of shareholders scheduled
to be held on April 20, 2017. The Company has filed a definitive proxy statement and proxy cards with the U.S. Securities and Exchange Commission (the SEC) in connection with its solicitation of proxies from Company shareholders.
COMPANY SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the identity of participants in this solicitation by the Company, and their direct or
indirect interests, by security holdings or otherwise, is set forth in the proxy statement and other materials filed by the Company with the SEC. Shareholders will be able to obtain the proxy statement, any amendments or supplements to the proxy
statement and other documents filed by the Company with the SEC for no charge at the SECs website at www.sec.gov. Copies will also be available for no charge at http://www.proxydocs.com/EEI, by writing to the Company at 368 Pleasant View
Drive, Lancaster, NY 14086 or by calling the Companys proxy solicitor, D.F. King, at 1 (800)
628-8536.
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