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
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Filed
by a Party other than the Registrant
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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 Pursuant to §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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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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 fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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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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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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ECOLOGY AND ENVIRONMENT INC.
368 Pleasant View Drive
Lancaster, NY 14086
June 24, 2019
To Our Shareholders:
On behalf of the Board
of Directors, we cordially invite you to attend the 48
th
Annual Meeting of the Shareholders (the “Annual Meeting”)
of Ecology and Environment Inc. (the “Company”), to be held at Samuel’s Grande Manor, 8750 Main Street, Williamsville,
New York 14221, on Wednesday, July 24, 2019, at 9:00 a.m., Eastern Daylight Savings Time. At the Annual Meeting, shareholders will
be asked to consider and vote upon the following proposals:
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1.
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To elect two (2) Class A Directors and four (4) Class B Directors, all to serve on the Company’s
Board of Directors (the “Board”) until the next Annual Meeting of Shareholders and until their successors are elected
and qualified;
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2.
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To approve on a non-binding, advisory basis the 2018 compensation of our named executive officers;
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3.
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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year ending July 31, 2019; and
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4.
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To act on such other matters as may properly come before the Annual Meeting or any adjournment(s)
or postponement(s) thereof.
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The Notice of Annual Meeting,
along with the Proxy Statement, a proxy card and the Company’s 2018 Annual Report to Shareholders, accompany this letter.
The attached Proxy Statement
describes the matters that we expect to act upon at the Annual Meeting. The Board recommends that you vote: “FOR” the
election of each of the Director candidates nominated by the Board, namely Michael El-Hillow and Justin C. Jacobs as Class A Directors
and Ronald L. Frank, Michael C. Gross, Marshall A. Heinberg and Frank B. Silvestro as Class B Directors.; “FOR” the
approval of the compensation of our named executive officers; and “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2019.
It is important that
your shares be represented at the Annual Meeting whether or not you are personally able to attend. Even if you plan to attend the
Annual Meeting, we encourage you to read the enclosed Notice of Annual Meeting, Proxy Statement and the voting instructions. We
hope that you will promptly vote by completing, signing and dating the proxy card and mailing it in the enclosed, postage pre-paid
envelope by following the instructions on the proxy card or voting instructions provided to you. If your shares are registered
in street name and you would like to attend the Annual Meeting, please ask the broker, bank or other nominee that holds your shares
to provide you with evidence of your share ownership.
IF YOU SIGN AND RETURN
YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” THE ELECTION OF EACH
OF THE DIRECTOR CANDIDATES NOMINATED BY THE BOARD, “FOR” THE APPROVAL OF COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS,
AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2019.
The Board has set the close
of business on June 18, 2019 as the record date (the “Record Date”) for the determination of shareholders entitled
to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only shareholders
of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting
or any postponement or adjournment thereof.
Your vote is important.
You are requested to carefully read the Proxy Statement and accompanying Notice of Annual Meeting for a more complete statement
of matters to be considered at the Annual Meeting.
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Sincerely,
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Marshall
A. Heinberg
Executive
Chairman
Chairman
of the Board
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IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 24, 2019:
The Notice of Annual Meeting
of Shareholders, the Proxy Statement, the form of proxy card and the Company’s 2018 Annual Report to Shareholders are also
available at
http://www.astproxyportal.com/ast/01322/
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ECOLOGY AND ENVIRONMENT INC.
368 Pleasant View Drive
Lancaster, NY 14086
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Ecology and Environment
Inc.:
Notice is hereby
given that the 48th Annual Meeting of Shareholders (the “Annual Meeting”) of Ecology and Environment Inc. (the “Company”)
will be held at the time, date and location set forth below:
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Date of Meeting:
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July 24, 2019
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Time:
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9:00 a.m., Eastern Daylight Savings Time
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Place:
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Samuel’s Grande Manor
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8750 Main Street
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Williamsville, NY 14221
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At the Annual Meeting, shareholders
will be asked to consider and vote upon the following proposals:
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1.
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To elect two (2) Class A Directors and four (4) Class B Directors, all to serve on the Company’s
Board of Directors (the “Board”) until the next Annual Meeting of Shareholders and until their successors are elected
and qualified;
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2.
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To approve on a non-binding, advisory basis the 2018 compensation of our named executive officers;
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3.
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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year ending July 31, 2019; and
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4.
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To act on such other matters as may properly come before the Annual Meeting or any adjournment(s)
or postponement(s) thereof.
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YOUR VOTE IS EXTREMELY IMPORTANT,
REGARDLESS OF THE NUMBER OF SHARES YOU OWN
.
If you are a shareholder of record, and whether
or not you personally plan to attend the Annual Meeting, please take a few minutes now to vote by completing, signing and dating
the enclosed proxy card and mailing it in the postage pre-paid envelope provided by following the instructions on the proxy card.
If your shares are held in “street name,” that is, held for your account by a broker, bank or other nominee, you will
receive instructions from the holder of record that you must follow for your shares to be voted.
THE BOARD RECOMMENDS
A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR CANDIDATES NOMINATED BY THE BOARD, “FOR” THE APPROVAL
OF COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG
LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2019.
You are urged to review
carefully the information contained in the enclosed Proxy Statement prior to deciding how to vote your shares.
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By order
of the Board of Directors,
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RONALD
L. FRANK,
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Secretary
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Lancaster, New York
June 24, 2019
ECOLOGY AND ENVIRONMENT INC.
368 Pleasant View Drive
Lancaster, New York 14086
PROXY STATEMENT
Dated June 24, 2019
For the Annual Meeting of Shareholders
to be Held July 24, 2019
GENERAL INFORMATION
Date, Time, Place and Purpose
of the Annual Meeting
This Proxy Statement
is furnished to the shareholders of Ecology and Environment Inc., a New York corporation (the “Company” or “E&E”),
in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Company for use at the
Annual Meeting of Shareholders (the “Annual Meeting”), to be held at Samuel’s Grande Manor, 8750 Main Street,
Williamsville, New York 14221 at 9:00 a.m., Eastern Daylight Savings Time, on Wednesday, July 24, 2019 and at any adjournment(s)
or postponement(s) thereof. This Proxy Statement, along with the Company’s 2018 Annual Report to Shareholders and the proxy
card, is first being sent to shareholders on or about June 24, 2019.
The items of scheduled
business to be voted on at the Annual Meeting are:
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1.
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To elect two (2) Class A Directors and four (4) Class B Directors, all to serve on the Company’s
Board of Directors (the “Board”) until the next Annual Meeting of Shareholders and until their successors are elected
and qualified;
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2.
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To approve on a non-binding, advisory basis the 2018 compensation of our named executive officers;
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3.
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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year ending July 31, 2019; and
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4.
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To act on such other matters as may properly come before the Annual Meeting or any adjournment(s)
or postponement(s) thereof.
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If a proxy in the accompanying
form is duly executed and returned in accordance with the proxy card or voting instructions provided to you, the shares represented
thereby will be voted and, where a specification is made by the shareholder as provided therein, will be voted in accordance with
such specification. A shareholder has the power to revoke its proxy at any time before it is exercised by giving written notice
to the Company bearing a later date than the proxy, by executing and delivering to the Company a subsequently dated proxy at a
later time or by voting in person at the Annual Meeting. Any shareholder may vote in person at the Annual Meeting, whether or
not he or she has previously given a proxy. If your shares are held in “street name”, you will receive instructions
from your broker, bank or other nominee on how to vote your shares and how to revoke an earlier proxy, if any.
This Proxy Statement and
the enclosed Annual Report to Shareholders proxy card are first being sent to shareholders on or about June 24, 2019.
Record Date, Voting Rights and Quorum
The Board has fixed the
close of business on June 18, 2019 as the record date (the “Record Date”) for the determination of holders of our Common
Stock (as defined below) entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 3,114,400 shares
of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) and 1,200,735 shares of Class B common
stock, par value $0.01 (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”)
issued and outstanding and entitled to vote. Holders of Class A Common Stock may vote only on the two (2) Class A Director nominees
and holders of Class B Common Stock may vote only on the four (4) Class B Director nominees.
On all other matters, except,
where applicable law requires a class vote, holders of Common Stock vote as a single class. Each share of Class A Common Stock
entitles the holder thereof to one-tenth (1/10) of one vote per share, and each share of Class B Common Stock entitles the holder
thereof to one (1) vote per share. Accordingly, a total of 4,315,135 votes may be cast at the Annual Meeting on the election of
Class A Directors, 3,114,400 votes may be cast at the Annual Meeting on the election of Class B Directors and 1,200,735 votes may
be cast at the Annual Meeting on all matters other than the election of Directors.
The holders of record
of one-third of the shares of Common Stock issued and outstanding and entitled to vote on any proposal to be considered at the
Annual Meeting, represented in person or by proxy at the Annual Meeting, shall constitute a quorum for the transaction of business
at the Annual Meeting. Abstentions and broker non-votes will be counted as being present or represented at the Annual Meeting for
purposes of establishing a quorum. Abstentions and proxy votes submitted by brokers on proposal 3 (considered a routine matter)
will be counted for purposes of establishing a quorum.
Required Vote
Proposal 1 —
Election of Class A Directors:
The affirmative vote of greater than 50% of the votes cast by holders of Class A Common Stock
at the Annual Meeting is required to elect each of the two persons nominated as Class A Directors. Under the Company’s restated
certificate of incorporation (the “certificate of incorporation”) and re-stated by-laws (the “by-laws”),
at the Company’s annual meeting of shareholders, Class A Directors are elected by a majority of the votes cast by holders
of Class A Common Stock from candidates nominated by the Board and/or a shareholder in accordance with the requirements of the
by-laws. If a Director nominee does not receive greater than 50% of the votes by holders of Class A Common Stock, such nominee
is either not elected or immediately removed from the Board (in the case of an incumbent Director) and is not eligible for appointment
by the Board to fill a vacancy for that election year. Abstentions and broker non-votes will have no effect on the outcome of this
election.
Proposal 1 —
Election of Class B Directors:
The affirmative vote of greater than 50% of the votes cast by holders of Class B Common Stock
at the Annual Meeting is required to elect each of the four persons nominated as Class B Directors. Under the certificate of incorporation
and by-laws, at the Company’s annual meeting of shareholders, Class B Directors are elected by a majority of the votes cast
by holders of Class B Common Stock from candidates nominated by the Board and/or a shareholder in accordance with the requirements
of the by-laws. If a Director nominee does not receive greater than 50% of the votes cast by holders of Class B Common Stock, such
nominee is either not elected or immediately removed from the Board (in the case of an incumbent Director) and is not eligible
for appointment by the Board to fill a vacancy for that election year. Abstentions and broker non-votes will have no effect on
the outcome of this election.
Approval of Proposal
2:
The affirmative vote of a majority of the total of Class B (1 vote) and Class A (1/10
th
of 1 vote) shares of
Common Stock represented in person or by proxy at the Annual Meeting voting as one class is required for the advisory vote approving
compensation of our named executive officers. Abstentions and broker non-votes will have the effect of a vote against the proposal.
Approval of Proposal
3
: The affirmative vote of a majority of the total of Class B (1 vote) and Class A (1/10
th
of 1 vote) shares of
Common Stock represented in person or by proxy at the Annual Meeting voting as one class is required for the ratification of the
appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending
July 31, 2019. Abstentions will have the effect of a vote against the proposal. There will be no broker non-votes associated with
this proposal, as the ratification of our independent registered public accounting firm is a routine matter. As a result, if your
shares of Common Stock are held in “street name” and you do not give your bank or broker instructions on how to vote,
your shares will be voted by the broker in its discretion.
No cumulative voting
rights are authorized, and appraisal rights are not applicable to these matters.
Voting Instructions
You can vote your
shares at the Annual Meeting by proxy or in person. You can vote by proxy by having one or more individuals who will be at the
Annual Meeting vote your shares for you. These individuals are called “proxies,” and using them to cast your ballot
at the Annual Meeting is called voting “by proxy”.
If you are a shareholder
of record and wish to vote by proxy, you can vote by mail by marking, dating and signing your proxy card in accordance with the
instructions on it and returning it by mail in the pre-addressed stamped reply envelope provided with the proxy materials. The
proxy card must be received prior to the start of the Annual Meeting. Proxies delivered by shareholders for a matter to be voted
at the Annual Meeting must be received by the voting inspector at least ten (10) minutes prior to the scheduled and noticed
start time for the Annual Meeting.
Alternatively, you
can vote your shares in person by attending the Annual Meeting. You will be given a ballot at the Annual Meeting to vote at least
ten (10) minutes prior to the scheduled and noticed start time for Annual Meeting. A special note for those who plan to attend
the Annual Meeting and vote in person: if your shares are held in the name of a broker, bank or other nominee, you must bring a
statement from your brokerage account or a letter from the person or entity in whose name the shares are registered indicating
that you are the beneficial owner of those shares as of the Record Date. In addition, you will not be able to vote at the Annual
Meeting unless you obtain a legal proxy from the record holder of your shares.
While we know of
no other matters to be acted upon at the Annual Meeting, it is possible that other matters may be presented at the Annual Meeting.
If that happens and you have signed and not revoked a proxy card, the persons designated as proxies will vote the shares of Common
Stock represented by the proxies on such other matters in accordance with their best judgment.
If your shares are
held in “street name”, please follow the separate voting instructions you receive from your broker, bank or other nominee.
You are deemed to beneficially own your shares in “street name” if your shares are held in an account at a brokerage
firm, bank, broker-dealer, trust or other similar organization. If this is the case, you will receive a separate voting instruction
form with this Proxy Statement from such organization. As the beneficial owner, you have the right to direct your broker, bank
or other nominee how to vote your shares, and you are also invited to attend the Annual Meeting. If you hold your shares in “street
name” and do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted on any
of the proposals to be presented at the Annual Meeting, other than proposal #3. Please see “Broker Non-Votes” below
for more information.
You may vote for,
vote against or withhold your vote (abstain) for each nominee presented by the Board or the other proposals to be submitted at
the Annual Meeting. All valid proxies received prior to the Annual Meeting will be voted. All shares represented by a proxy
will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the
shares will be voted in accordance with the specification so made.
Shareholders who
have questions or need assistance in completing or submitting their proxy cards should contact Ms. Sara Herrmann, Communications
Coordinator at the Company at (716) 684-8060 or by email: sherrmann@ene.com.
Broker Non-Votes
If your shares of
Common Stock are held in “street name” through a bank or broker, your bank or broker may vote your shares under certain
limited circumstances if you do not provide voting instructions before the Annual Meeting. These circumstances include voting your
shares on “routine matters,” such as the ratification of the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm (proposal #3). With respect to proposal #3, therefore, if you do not vote your shares,
your bank or broker may vote your shares on your behalf or leave your shares un-voted.
The election of Directors and the non-binding
advisory vote approving executive compensation are not considered routine matters. When a proposal is not a routine matter and
the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal,
the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.”
We encourage you to provide voting instructions
to your bank or brokerage firm. This action ensures your shares will be voted at the Annual Meeting in accordance with your wishes.
Proxy Revocation Procedure
If you are a shareholder
of record, you may revoke your proxy: (i) by written notice of revocation mailed to and received by the Secretary of the Company
prior to the start of the Annual Meeting; (ii) by executing and delivering to the Secretary a proxy dated as of a later date
than a previously executed and delivered proxy and which is received prior to 8:50 a.m. Eastern Daylight Savings Time on the date
of the Annual Meeting; or (iii) by attending the Annual Meeting and voting in person by ballot by 8:50 a.m. Eastern Daylight
Savings Time on the date of the Annual Meeting. Attendance at the Annual Meeting will not in and of itself revoke a proxy.
Solicitation of Proxies; Participants in
the Solicitation; Costs
This solicitation of proxies
is being made by the Board, and the Company will bear the expenses of calling and holding the Annual Meeting and the solicitation
of proxies therefor. This Proxy Statement and the accompanying materials, in addition to being mailed directly to shareholders
of record, will be distributed through brokers, custodians, nominees and other like parties to beneficial owners of shares of Common
Stock. The Company will pay reasonable expenses incurred in forwarding the proxy materials to the beneficial owners of shares and
in obtaining the written instructions of such beneficial owners. Our Directors, officers and employees may also solicit proxies
by mail, telephone and in-person contact, but they will not receive any additional compensation for these activities. The Company
may also solicit proxies by email from shareholders who are our employees or who previously requested to receive proxy materials
electronically.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
The number of outstanding shares of Class A Common Stock and Class
B Common Stock of the Company beneficially owned by each person known by the Company to be the beneficial owner of more than 5
percent of the then outstanding shares of Common Stock as of May 31, 2019 are summarized in the following table.
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Class A Common Stock
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Class B Common Stock
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Name
and Address
(1)
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Nature and Amount
of Beneficial
Ownership
(2)(3)
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Percent of
Class as
Adjusted
(3)
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Nature and Amount
of Beneficial
Ownership
(2)(3)
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Percent
of Class
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Frank B. Silvestro*
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297,052
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8.7
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%
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292,052
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24.3
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%
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Ronald L. Frank*
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233,602
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7.1
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%
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196,291
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16.3
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%
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Gerald A. Strobel
(4)
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219,604
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6.6
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%
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219,604
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18.3
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%
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Gerhard J. Neumaier Testamentary Trust U/A Fourth
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97,039
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3.0
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%
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97,039
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8.1
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%
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Kirsten Shelly
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115,558
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3.6
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%
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115,558
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9.6
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%
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Edward W. Wedbush
(5)
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188,039
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6.0
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%
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—
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—
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Mill Road Capital II, L.P.
(6)(7)
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466,389
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15.0
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%
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—
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—
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North Star Investment Management Corporation
(8)
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285,855
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9.2
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%
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—
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—
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Harbert Discovery Fund, LP
(9)
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278,009
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8.9
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%
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—
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—
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Minerva Advisors
(10)
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279,834
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9.0
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%
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—
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—
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___________
*
See Footnotes in the Security Ownership of Management table
below.
(1)
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The address for Frank B. Silvestro and Ronald L. Frank is c/o Ecology and Environment Inc., 368 Pleasant View Drive, Lancaster,
New York 14086, unless otherwise indicated. The address for Gerald A. Strobel is 10545 Stoneway, Clarence, New York14031.
The address for the Gerhard J. Neumaier Testamentary Trust U/A Fourth is 248 Mill Road, East Aurora, New York 14052. The address
for Kirsten Shelly is 12 Running Brook Drive, Lancaster, New York 14086. The address for Edward W. Wedbush is P.O. Box 30014, Los
Angeles, CA 90030-0014. The address for Mill Road Capital II, L.P. is 382 Greenwich Avenue, Suite One, Greenwich, CT 06830. The
address for North Star Investment Management Corporation is 20 N. Wacker Drive, Suite 1416, Chicago, Illinois 60606. The address
for Harbert Discovery Fund, LP is 2100 Third Avenue North, Suite 600, Birmingham, AL 35203. The address for Minerva Advisors is
50 Monument Road, Suite 201, Bala Cynwyd, PA 19004.
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(2)
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Each named individual or corporation is deemed to be the beneficial owners of securities that may be acquired within 60 days
through the exercise of exchange or conversion rights. The shares of Class A Common Stock issuable upon conversion by
any such shareholder are not included in calculating the number of shares or percentage of Class A Common Stock beneficially owned
by any other shareholder.
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(3)
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There are 3,088,865 shares of Class A Common Stock issued and outstanding and 1,226,270 shares of Class B Common Stock issued
and outstanding as of May 31, 2019. For each named individual, the percentage in the “Class A Common Stock — Percent
of Class as Adjusted” column is based upon the total shares of Class A Common Stock outstanding, plus shares of Class B Common
Stock that may be converted at any time by that holder to Class A Common Stock on a per person basis. The shares of Class B Common
Stock assumed to be converted to Class A Common Stock for any named individual are not included in the calculation of the percentage
of Class A Common Stock beneficially owned by any other named individual.
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(4)
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Includes 704 shares of Class B Common Stock held in equal amounts by Mr. Strobel as custodian for two of his children, as to
which he disclaims beneficial ownership. Does not include any shares of Class B Common Stock held by a trust created by one of
his children for which Mr. Strobel serves as Trustee. Subject to the terms of the Restrictive Agreement. See "Security Ownership
of Certain Beneficial Owners-Restrictive Agreement."
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(5)
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Includes shares owned by subsidiaries and affiliates of Edward W. Wedbush based upon a Schedule 13-G filed on February 15,
2013.
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(6)
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Includes shares owned by subsidiaries and affiliates of Mill Road Capital II, L.P. (“MRC”) based upon a Form 4
filed on May 18, 2018. The shares reported are directly held by MRC; see also Footnote (7) below. Mill Road Capital II GP LLC (the
“GP”) is the sole general partner of MRC and has sole authority to vote (or direct the vote of), and to dispose (or
direct the disposal) of, these shares on behalf of MRC. Both Messrs. Thomas E. Lynch and Scott Scharfman are management committee
directors of the GP and have shared authority to vote (or direct the vote of), and to dispose (or direct the disposal of), these
shares on behalf of the GP. Each of the subsidiaries and affiliates of MRC listed in the Form 4 filed on May 18, 2018 disclaims
beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
|
|
|
(7)
|
Includes MRC’s acquisition of an indirect pecuniary interest in 1,721 shares of restricted stock granted by the Company
to Mr. Justin Jacobs in accordance with Rule 16b-3(d) as compensation for serving as a member of the Company’s board of directors.
The shares of restricted stock vested on April 18, 2019. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management
LLC, an affiliate of MRC that does not have Section 13(d) beneficial ownership of any shares of the Company, has the right to receive
the economic benefit of the reported shares and, accordingly, Mr. Jacobs has no direct pecuniary interest in such shares. Each
of the subsidiaries and affiliates of MRC listed in the Form 4 filed on May 18, 2018 may be deemed to have an indirect pecuniary
interest in the reported shares. Each of the subsidiaries and affiliates of MRC listed in the Form 4 filed on May 18, 2018 disclaims
beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
|
|
|
(8)
|
Includes shares owned by North Star Investment Management Corporation based upon a Schedule 13-G filed on January 8, 2018.
|
|
|
(9)
|
Includes shares owned by Harbert Discovery Fund, LP based upon a Schedule 13-D/A filed on December 18, 2018.
|
|
|
(10)
|
Includes shares owned by Minerva Advisors based upon a Schedule 13-G filed on April 4, 2019.
|
SECURITY OWNERSHIP OF MANAGEMENT
Security Ownership of Management
Beneficial ownership of the Company's Class A Common Stock and Class
B Common Stock as of May 31, 2019, by (i) each Director of the Company; (ii) the Named Executive Officers; and (iii) all Directors
and officers of the Company as a group are summarized in the following table.
|
|
Class A Common Stock
|
|
Class B Common Stock
|
Name
(1)
|
|
Nature and Amount
of Beneficial
Ownership
(2)(3)
|
|
Percent of
Class as
Adjusted
(4)
|
|
Nature and Amount
of Beneficial
Ownership
(2)(3)
|
|
Percent
of Class
|
Frank B. Silvestro
(7)
|
|
|
297,052
|
|
|
|
8.7
|
%
|
|
|
292,052
|
|
|
|
24.3
|
%
|
Ronald L. Frank
(5)(7)
|
|
|
233,602
|
|
|
|
7.1
|
%
|
|
|
196,291
|
|
|
|
16.3
|
%
|
Marshall A. Heinberg
|
|
|
6,857
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
Michael C. Gross
(6)
|
|
|
29,835
|
|
|
|
1.0
|
%
|
|
|
23,449
|
|
|
|
2.0
|
%
|
Justin C. Jacobs
(8)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Michael El-Hillow
|
|
|
3,821
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
Fred J. McKosky
|
|
|
16,515
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
Gerard A. Gallagher III
(9)
|
|
|
12,315
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
Directors and Officers as a Group
(10 individuals)
|
|
|
600,097
|
|
|
|
16.5
|
%
|
|
|
511,792
|
|
|
|
42.6
|
%
|
___________
*
Less than 1.0%
(1)
|
The address of each of the above shareholders is c/o Ecology and Environment Inc., 368 Pleasant View Drive, Lancaster, New
York 14086.
|
|
|
(2)
|
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of
sole or shared voting power (including the power to vote or direct the vote) or sole or shared investment power (including the
power to dispose or direct the disposition) with respect to a security whether through any contract, arrangement, understanding,
relationship or otherwise. Unless otherwise indicated, the shareholders identified in this table have sole voting and
investment power of the shares beneficially owned by them.
|
|
|
(3)
|
Each named person and all Directors and officers as a group are deemed to be the beneficial owners of securities that may be
acquired within 60 days through the exercise of exchange or conversion rights. The shares of Class A Common Stock issuable
upon conversion by any such shareholder are not included in calculating the number of shares or percentage of Class A Common Stock
beneficially owned by any other shareholder.
|
|
|
(4)
|
There are 3,192,990 shares of Class A Common Stock issued and outstanding and 1,200,735 shares of Class B Common Stock issued
and outstanding as of May 31, 2019. For each named individual, the percentage in the “Class A Common Stock —
Percent of Class as Adjusted” column is based upon the total shares of Class A Common Stock outstanding, plus shares of Class
B Common Stock that may be converted at any time by that holder to Class A Common Stock on a per person basis. The shares of Class
B Common Stock assumed to be converted to Class A Common Stock for any named individual are not included in the calculation of
the percentage of Class A Common Stock beneficially owned by any other named individual.
|
|
|
(5)
|
Includes 8,640 shares of Class A Common Stock owned by Mr. Frank's individual retirement account, 6,265 shares of Class A Common
Stock owned by Mr. Frank’s 401(k) plan account and 22,406 shares in other accounts.
|
|
|
(6)
|
Mr. Gross is one of three co-trustees of two inter vivos trusts established by his parents for their benefit that own
these shares of Class B Common Stock and is a one-third contingent remainder beneficiary of both trusts’ assets, which include
an aggregate total of 70,348 such shares, of which he disclaims beneficial interest in 46,899 of those shares.
|
|
|
(7)
|
Subject to the terms of the Restrictive Agreement. See "Security Ownership of Certain Beneficial Owners-Restrictive
Agreement."
|
|
|
(8)
|
Mr. Jacobs is a Management Committee Director of Mill Road Capital GP II LLC (the “GP”), the sole general partner
of Mill Road Capital II L.P. (“MRC”). The GP has shared power to vote and dispose of the 463,072 shares of Class A
Common Stock beneficially owned by MRC, of which 1,000 shares are held of record by MRC. Mr. Jacobs may be deemed to be a beneficial
owner of the shares of Class A Common Stock beneficially owned by MRC; however, Mr. Jacobs disclaims beneficial ownership of such
shares except to the extent of his pecuniary interest therein.
|
|
|
(9)
|
Gerard A. Gallagher III left the Company and was no longer Chief Executive Officer in December 2018.
|
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s executive officers
and Directors, and persons who beneficially own more than ten percent (10%) of the Company’s stock, to file initial
reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten
percent (10%) beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a)
forms they file.
Based solely on a
review of the copies of such forms furnished to the Company and written representations from the Company’s Executive Officers
and Directors, the Company believes that during the fiscal year ending July 31, 2018 all Section 16(a) filing requirements
applicable to its Executive Officers, Directors and greater than ten percent (10%) beneficial owners were complied with by
such persons.
Restrictive Agreement
Messrs. Gerhard
J. Neumaier (deceased), Frank B. Silvestro, Ronald L. Frank, and Gerald A. Strobel entered into a Stockholders’ Agreement
dated May 12, 1970, as amended January 24, 2011 (the “Agreement”), which governs the sale of certain shares
of Ecology and Environment Inc. common stock (now classified as Class B Common Stock) owned by them, certain children of those
individuals and any such shares subsequently transferred to their spouses and/or children outright or in trust for their benefit
upon the demise of a signatory to the Agreement (“Permitted Transferees”). The Agreement provides that prior to accepting
a bona fide offer to purchase some or all of their shares of Class B Common Stock governed by the Agreement, that the selling party
must first allow the other signatories to the Agreement (not including any Permitted Transferee) the opportunity to acquire on
a pro rata basis, with right of over-allotment, all of such shares covered by the offer on the same terms and conditions proposed
by the offer.
EXECUTIVE OFFICERS, DIRECTORS AND CORPORATE
GOVERNANCE
Directors and Executive Officers
The names, ages and positions of the executive officers and Directors
of the Company are included in the following table.
Name
|
Age
|
Position
|
Marshall A. Heinberg
|
62
|
Chairman of the Board, Director and Executive Chairman
|
Ronald L. Frank
|
80
|
Executive Vice President, Secretary, and Director
|
Frank B. Silvestro
|
82
|
Director
|
Michael C. Gross
|
59
|
Director
|
Justin C. Jacobs
|
44
|
Director
|
Michael El-Hillow
|
67
|
Director
|
Gerard A. Gallagher III
|
62
|
President and Chief Executive Officer (until December 2018)
|
Fred J. McKosky
|
65
|
Senior Vice President, Technical Operations Director
|
Todd M. Musterait
|
47
|
President of United States Operations
|
JoAnn Shea
|
54
|
Chief Administrative Officer (resigned May 17, 2019)
|
Kurt Zmich
|
50
|
Senior Vice President U.S. Operations
|
Cheryl A. Karpowicz
|
67
|
Senior Vice President (until March 2019)
|
Peter F. Sorci
|
59
|
Acting Chief Financial Officer
|
Each Director is elected to hold office until the next annual meeting
of shareholders and until his or her successor is elected and qualified. Executive officers are elected annually and
serve at the discretion of the Board of Directors. Specific experience, qualifications, attributes and skills for each
Director and executive officer follow.
In September 2018, the Board of Directors appointed Mr. Heinberg,
as Executive Chairman, a provisional office presiding over the principal officers of the Corporation responsible for the performance
of the Company’s global business in accordance with the Board’s strategic initiatives. In furtherance of these initiatives,
the Board also promoted Mr. Musterait, as President of United States Operations to provide focused leadership, development and
management of the Company’s domestic operations.
In December 2018, the Company announced that Mr. Gallagher, who
had served as the Company’s Chief Executive Officer (“CEO”) since 2015, left the Company. Mr. Gallagher’s
responsibilities for oversight of international operations were assigned to Mr. McKosky, and the remainder of Mr. Gallagher’s
duties were assumed by the newly formed Operations Committee, which consists of Mr. Heinberg, Mr. Musterait and Mr. Kurt Zmich.
Mr. Marshall A. Heinberg was elected as a Director in April 2017.
He was appointed Chairman of the Board of Directors and Chairman of the Governance, Nominating and Compensation Committee in June
2017. On September 18, 2018, the Board of Directors appointed Mr. Heinberg as Executive Chairman, a provisional office presiding
over the principal officers of the Company responsible for the performance of the Company’s global business in accordance
with the Board of Directors’ strategic initiatives. Mr. Heinberg began his investment banking career in 1987 in the Corporate
Finance Division of Oppenheimer & Co., Inc., which was acquired by Canadian Imperial Bank of Commerce (“CIBC”)
in 1997. Mr. Heinberg served as Head of the Investment Banking Department and as a Senior Managing Director of Oppenheimer &
Co. Inc. from 2008 until July 2012, and as the Head of U.S. Investment Banking at CIBC World Markets from 2001 until 2008. Mr.
Heinberg is the founder and Managing Director of MAH Associates, LLC, which provides strategic advisory and consulting services,
a director of Universal Biosensors, a director of Galmed Pharmaceuticals, and serves as a Senior Advisor to Burford Capital. Mr.
Heinberg has a B.S. in Economics from the Wharton School at the University of Pennsylvania and a J.D. from Fordham Law School.
During his career, he has worked on several financing and merger and acquisition transactions with many leading environmental engineering
and consulting firms. His experience managing a professional services business and in various investment banking, capital markets
and advisory roles provide valuable experience and perspective to the Board of Directors.
Mr. Ronald L. Frank is a co-founder of the Company and has served
at various times as Secretary, Treasurer, Vice President of Finance, Executive Vice President and a Director since its inception
in 1970. He currently serves as Executive Vice President on a part-time basis. He also continues to serve as a Director
of the Company, as Corporation Secretary, and as Chairman of the Pension Review Committee. Mr. Frank has a B.S. in Engineering
and a M.A. in Physics. With over forty years of work experience in managing the Company and knowledge of its markets and customers,
Mr. Frank is uniquely qualified to serve as Director.
Mr. Frank B. Silvestro is a co-founder of the Company and served
as a Vice President and Director since its inception in 1970. In 1986, he became Executive Vice President. In
2013, he was appointed Chairman of the Board of Directors. He also serves on the Pension Review Committee. Mr. Silvestro retired
from his positions as Executive Vice President and Chairman of the Board of Directors effective January 1, 2017. He continues to
serve as a Director of the Company and as a contracted consultant to the Company. Mr. Silvestro has a B.A. in Physics and an M.A.
in Biophysics. With over forty years of work experience in managing the Company and knowledge of its markets and customers, Mr.
Silvestro is uniquely qualified to serve as Director.
Mr. Michael C. Gross has been a Director of the Company since 2010,
and currently serves on the Audit Committee, Governance, Nominating and Compensation Committee and Pension Review Committee. Mr.
Gross was employed by the Audit Division of the New York State Department of Taxation and Finance for 32 years until his retirement
in March 2016. He has a B.S. in Accounting and was a licensed property and casualty insurance broker from 2003 until 2016. Mr.
Gross’ accounting and insurance experience provide valuable experience and perspective to the Board of Directors.
Mr. Justin C. Jacobs was elected as a Director in April 2017 and
currently serves on the Governance, Nominating and Compensation Committee and the Audit Committee. Mr. Jacobs is a Management Committee
Director of Mill Road Capital II, L.P., an investment firm focused on investments in small, publicly traded companies, where he
has worked since 2005. From 1999 to 2004, Mr. Jacobs held various operational positions in numerous portfolio companies at LiveWire
Capital, an investment and management group focused on control, operationally-intensive buyouts of small companies. Mr. Jacobs
was an investment professional in the private equity group of The Blackstone Group from 1996 to 1999. Mr. Jacobs holds a B.S. from
the McIntire School of Commerce at the University of Virginia. His experience in various investment banking, capital markets and
advisory roles provide valuable experience and perspective to the Board of Directors. The settlement agreement regarding the election
of Mr. Jacobs on April 19, 2017 between the Company and Mill Road Capital II, L.P. remains in effect.
Mr. Michael El-Hillow was elected as a Director in April 2017 and
was appointed Chairman of the Audit Committee in June 2017. Mr. El-Hillow has been Chief Financial Officer of Lignetics, Inc.,
a manufacturer of heating wood pellets, since March 2018. He served as Chief Financial Officer of National Technical Systems, Inc.,
an engineering services company, from 2012 until 2017. Mr. El-Hillow, a certified public accountant, has over two decades of experience
serving as a Chief Financial Officer of public companies, including in technology and engineering environments. He also has sixteen
years’ experience working for Ernst & Young in numerous roles, including Audit Partner. Mr. El-Hillow holds a B.S. in
Accounting from the University of Massachusetts and an MBA from Babson College. The settlement agreement regarding the election
of Mr. El-Hillow on April 19, 2017 between the Company and Mill Road Capital II, L.P. remains in effect.
Mr. Gerard A. Gallagher III served as CEO from 2015 until his departure
from the Company in December 2018. He also served as President of the Company since 2014, and previously served as Senior Vice
President of Environmental Sustainability, Vice President and Regional Manager for the Company’s Southern U.S. operations.
At the time of his departure, Mr. Gallagher had been employed by the Company for 36 years. Mr. Gallagher had a B.A. in Physical
Geography.
Mr. Fred J. McKosky was named Technical Operations Director in November
2018. Mr. McKosky previously served as the Chief Operating Officer from 2014 until November 2018. He has been employed
by the Company for 40 years, and previously served as Senior Vice President of Corporate Operations. Mr. McKosky has an M.S. in
Environmental Engineering, a B.S. in Environmental Science and is a registered Professional Engineer in the State of New York.
Mr. Todd M. Musterait was named President of United States Operations
in September 2018. Prior to that, Mr. Musterait served as Senior Vice President of Corporate Development from September 2017 to
September 2018. Prior to joining the Company, he served as Vice President and Director of Environment for WSP Global Inc. from
2014 to 2017; Program Manager for HDR from 2013 to 2014; and Director for Rich Products Corporation related to environmental matters
from 2010 to 2013. With 25 years of experience and over a year as an officer of the Company, Mr. Musterait has led U.S. environmental
business lines and served on various leadership teams for global integrated consulting environmental and engineering firms. Mr.
Musterait holds a Masters of Engineering, Civil Engineering, from Clarkson University and a B.S. in Civil Engineering from the
University of New Hampshire.
Ms. JoAnn Shea joined the Company in August 2018 and served as Chief
Administrative Officer until she resigned from the Company on May 17, 2019. Ms. Shea is a certified public accountant in the State
of Colorado and she most recently served as Vice President of Finance at CH2M HILL, where she worked for 20 years until December
2017. During her tenure at CH2M HILL, she served as Acting Chief Financial Officer twice and Chief Accounting Officer for over
15 years.
Mr. Peter F. Sorci was appointed Acting Chief Financial Officer
in April 2018. Mr. Sorci had been the Company’s Corporate Controller since 2013. During his career, Mr. Sorci
has gained extensive experience in management of various finance and accounting functions, including: Senior Audit Manager for
HSBC Bank USA, N.A., a financial institution located in Buffalo, New York from 2011 to 2013; Director of External Reporting for
MX Energy Holdings Inc., a retail energy company located in Stamford, Connecticut from 2007 to 2011; and Senior Manager of SEC
Reporting for HSBC Bank USA, N.A. from 2005 to 2007. Mr. Sorci also has previous experience as a Controller and in other senior
finance roles.
Mr. Kurt Zmich was appointed Senior Vice President of U.S. Operations
on April 11, 2019. Mr. Zmich joined the Company as Director of Commercial and Industrial Services in May 2018 and was promoted
to Business Operations Director earlier this year. He is a licensed professional civil engineer with 28 years of experience in
environmental and civil engineering, specializing in project management, site investigation and remediation, risk assessment, and
environmental due diligence. Prior to coming to the Company, he served in several high-level Operational positions at WSP USA including
Director of Operations – Water and Environment, Director of Operations – Environment, and Senior Vice President West
Region – Environment. Mr. Zmich holds a B.S. in Civil Engineering from Virginia Polytechnic Institute and State University
(Virginia Tech).
Ms. Cheryl A. Karpowicz was a Senior Vice President from 2011 until
her departure from the Company in March 2019. She was named Senior Vice President of Business Development in 2014. At the time
of her departure, Ms. Karpowicz had been employed by the Company for 40 years and previously led its energy services area. She
had a B.A. in Interdepartmental Studies and is a Certified Planner and member of the American Institute of Certified Planners.
Executive Compensation
The Board, acting as a
Compensation Committee of the whole, is responsible for overseeing all of the executive compensation and equity plans and programs
to ensure that its officers and senior staff are compensated in a manner that is consistent with its competitively based annual
and long-term performance goals.
The Board is responsible
for establishing and approving our policies governing the compensation of our executive officers. The Company provides what it
believes is a competitive total compensation package to our executive team through a combination of base salary, cash bonuses,
equity plans (for Company officers other than its Executive Vice President), and other broad-based benefit programs. Our compensation
philosophy, policies, and practices with respect to all of the Company’s officers, including the CEO and our two other most
highly compensated officers serving as of July 31, 2018 are described below.
Objectives
and Philosophy of Our Executive Compensation Program
Our primary objectives
with respect to executive compensation are to:
|
•
|
attract, retain, and motivate talented executives by offering executive compensation that is competitive
with our peer group;
|
|
•
|
promote the achievement of key financial and strategic performance measures by linking short- and
long-term cash and equity incentives to the achievement of measurable corporate and, in some cases, individual performance goals;
and
|
|
•
|
align the incentives of our executives with the creation of value for our shareholders.
|
We compete with many other
companies for executive personnel. Accordingly, our Board will generally target overall compensation for executives to be competitive
with that of the Company’s peer group. Variations to this targeted compensation may occur depending on the experience level
of the individual and market factors, such as the demand for executives with similar skills and experience.
Our executive compensation
program ties a substantial portion of each executive’s overall compensation to key strategic, financial, and operational
goals such as our financial and operational performance, the growth of our customer base, new development initiatives, and the
establishment and maintenance of key strategic relationships.
Components of Our Executive
Compensation Program
The primary elements of
our executive compensation program are:
|
•
|
cash incentive bonuses;
|
|
•
|
equity incentive awards;
|
|
•
|
severance benefits upon termination without cause; and
|
|
•
|
insurance and other employee benefits and compensation.
|
We do not have a formal
or informal policy or target for allocating compensation between short-term and long-term compensation or between cash and non-cash
compensation. Salaries and bonuses of executive officers are reviewed and approved annually. Although the Company has not had a
formal criteria and targets based policy, the Board takes into consideration the following factors:
|
•
|
financial and operational performance of the Company as a whole, as evaluated against annual operating
goals;
|
|
•
|
individual performance of the executive, as evaluated against individual goals and objectives;
|
|
•
|
performance of the executive management team as a whole, as evaluated against corporate goals and
objectives; and
|
|
•
|
informal benchmarking data, including comparison of our executive compensation to other peer companies.
|
Bonuses of executive officers
may be in the form of cash, restricted awards of Class A Common Stock, or a combination of both. The allocation between cash
and non-cash compensation of executive officers is considered annually on a discretionary basis by the Board of Directors.
The following table
provides a summary of the annual and long-term compensation for services in all capacities to the Company for the fiscal years
ended July 31, 2018 and 2017 of those persons who were at July 31, 2018: (i) the Company’s Chief Executive
Officer and President; and (ii) the two other most highly compensated executive officers employed at July 31, 2018. In
this Proxy Statement, the three persons named in the table below are referred to as the “Named Executives.”
SUMMARY COMPENSATION TABLE
Name
and Principal Position
|
|
Fiscal Year
|
|
Salary
|
|
Bonus
(1)
|
|
Stock Awards
|
|
Option Awards
|
|
Non-Equity Incentive Plan Compensation
|
|
Nonqualified Deferred Compensation Earnings
|
|
All
Other Compensation
(2)
|
|
Total
|
Gerard A. Gallagher III
|
|
|
2018
|
|
|
$
|
324,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
11,165
|
|
|
$
|
335,165
|
|
CEO and President
|
|
|
2017
|
|
|
$
|
324,000
|
|
|
$
|
70,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
10,930
|
|
|
$
|
404,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald L. Frank
|
|
|
2018
|
|
|
$
|
213,960
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
8,631
|
|
|
$
|
222,591
|
|
Executive Vice President and Director
|
|
|
2017
|
|
|
$
|
213,960
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
8,822
|
|
|
$
|
222,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred J. McKosky
|
|
|
2018
|
|
|
$
|
220,150
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
9,127
|
|
|
$
|
229,277
|
|
Senior Vice President and Technical Operations Director
|
|
|
2017
|
|
|
$
|
220,139
|
|
|
$
|
55,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
9,096
|
|
|
$
|
284,235
|
|
___________
(1)
|
Amounts earned for bonus compensation are determined at the discretion of the Board.
|
|
|
(2)
|
Represents group term life insurance premiums and contributions made by the Company to its Defined Contribution Plan on behalf
of the Named Executives.
|
Compensation Pursuant to Plans
Defined Contribution Plan
The Company maintains a
Defined Contribution Plan (the “DC Plan”) which is qualified under the Internal Revenue Code of 1986, as amended (the
“Internal Revenue Code”) pursuant to which the Company contributes an amount not in excess of 15% of the aggregate
compensation of all employees who participate in the DC Plan. All employees, including our Named Executives, are eligible to participate
in the plan, provided that they have attained age 21 and completed one year of employment with at least 1,000 hours of service.
The amounts contributed to the plan by the Company are allocated to participants based on a ratio of each participant’s points
to total points of all participants determined as follows: one point per $1,000 of compensation plus two points per year of service
completed prior to August 1, 1979, and one point for each year of service completed after August 1, 1979.
Stock Award Plans
E&E adopted the 1998
Stock Award Plan effective March 16, 1998. This plan, together with supplemental plans that have been subsequently adopted
by the Board, is referred to as the “Stock Award Plan”. The Stock Award Plan is not a qualified plan under Section 401(a)
of the Internal Revenue Code. Under the Stock Award Plan, Directors, officers and other key employees of E&E or any of
its subsidiaries may be awarded Class A Common Stock as a bonus for services rendered to the Company or its subsidiaries,
based upon the fair market value of the Common Stock at the time of the award. The Stock Award Plan authorizes the Board to
determine the vesting period and the circumstances under which the awards may be forfeited.
In October 2016, the Board
adopted the current supplemental plan (the “2016 Stock Award Plan”). The 2016 Stock Award Plan permits awards of up
to 200,000 shares of Class A Common Stock for a period of up to five (5) years until its termination in October 2021.
Outstanding Equity Awards
As of July 31, 2018, the
Company has issued 19,033 shares of Class A Common Stock under the 2016 Stock Award Plan, including 7,502 shares that are fully
vested and 11,531 shares that vested upon expiration of certain restrictions regarding transfer of the shares in April 2019.
Other Arrangements
with Named Executives
We are not party to any
employment, severance, termination or change-in-control agreements with our Named Executives except for a voluntary retirement
plan agreement with Fred J. McKosky dated April 17, 2019 pursuant to the Company’s 2018 Voluntary Retirement Program. If
Named Executives are terminated involuntarily, severance payments are determined based on Company guidelines that apply to all
employees. Total severance compensation would include: (i) accrued salary from the last pay period to date of departure; (ii) pro
rata share of vacation accrued to the date of departure; (iii) compensatory time not taken, if any; (iv) severance pay calculated
based on a number of weeks of salary corresponding with the length of employment service; and (v) additional amounts, at the discretion
of the Board, as special consideration for long-term employees.
Director Compensation
Compensation earned by each employee and non-employee director for
his or her services during fiscal year 2018 is summarized in the following table.
DIRECTOR COMPENSATION
|
Name
|
|
Fees Earned or Paid in Cash
|
|
Stock
Awards
(1)
|
|
Option Awards
|
|
Non-Equity Incentive Plan Compensation Earnings
|
|
Nonqualified Deferred Compensation Earnings
|
|
All
Other Compensation
(2)
|
|
Total
|
Marshall A. Heinberg
|
|
$
|
55,555
|
|
|
$
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
105,555
|
|
Frank B. Silvestro
|
|
$
|
50,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
50,000
|
|
|
$
|
100,000
|
|
Ronald L. Frank
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Gerald A. Strobel
(3)
|
|
$
|
36,125
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
29,167
|
|
|
$
|
65,292
|
|
Michael C. Gross
|
|
$
|
30,000
|
|
|
$
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
50,000
|
|
Michael El-Hillow
|
|
$
|
33,843
|
|
|
$
|
24,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
57,843
|
|
Justin C. Jacobs
|
|
$
|
30,000
|
|
|
$
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
50,000
|
|
Stephanie W. Abramson
(3)
|
|
$
|
8,325
|
|
|
$
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
28,325
|
|
___________
(1)
|
In May 2018, the Company issued 4,303 shares of Class A Common Stock to Mr. Heinberg, 2,065 Shares of Class A Common Stock
to Mr. El-Hillow, and 1,721 shares of Class A Common Stock to Mr. Gross, Mr. Jacobs, and Ms. Abramson. These shares will vest upon
expiration of certain restrictions regarding transfer of the shares that expire in April 2019.
|
|
|
(2)
|
Represents compensation paid under a consulting arrangement.
|
|
|
(3)
|
Mr. Strobel’s tenure as a Director was terminated effective April 18, 2018. Ms. Abramson (deceased on May 3, 2019) was
elected a Director effective April 18, 2018.
|
As an employee Director, Mr. Frank did not receive any director
compensation during fiscal year 2018. As non-employees, all other Directors in the table above received director fees during fiscal
year 2018. Messrs. Strobel and Silvestro also earned consulting fees during fiscal year 2018.
In May 2018, the Board of Directors approved, retroactive to April
18, 2018, annual director compensation for the twelve months ending April 17, 2019, as follows:
|
•
|
Each non-employee director will receive a base annual director fee of $50,000;
|
|
•
|
Mr. Heinberg will receive additional fees of $65,000 and $10,000 for his roles as Chairman of the Board of Directors and Chairman
of the Governance, Nominating and Compensation Committee, respectively;
|
|
•
|
Mr. El-Hillow will receive an additional fee of $10,000 for his role as Chairman of the Audit Committee;
|
|
•
|
Total director fees payable to Messrs. Heinberg, El-Hillow, Jacobs and Gross and Ms. Abramson (deceased May 3, 2019) are payable
60 percent in cash and 40 percent in shares of Class A Common Stock. In May 2018, the Company issued 1,721 shares of Class A Common
Stock to Mr. Gross, Mr. Jacobs, and Ms. Abramson, and 4,303 shares and 2,065 shares of Class A Common Stock to Mr. Heinberg, and
Mr. El-Hillow, respectively. These shares will vest upon expiration of certain restrictions regarding transfer of the shares that
expire in April 2019.
|
|
•
|
As an employee Director, Mr. Frank will not receive any compensation for his role as Director;
|
|
•
|
Directors holding more than 100,000 shares of Common Stock (Class A and/or Class B) have the option to decline being paid 40
percent of their director compensation in Common Stock and can choose to take their compensation completely in cash. Mr. Silvestro
elected to take his director compensation completely in cash;
|
|
•
|
Mr. Heinberg will also be included in the Company’s health care program.
|
In October 2018, the Board of Directors approved
an additional fee of $75,000 to be paid to Mr. Heinberg for his newly appointed role as Executive Chairman of the Company, to be
paid ratably over a twelve-month period beginning in September 2018. Similar to other fees paid to non-employee directors, this
additional fee is payable 60 percent in cash and 40 percent in shares of Class A Common Stock. Mr. Heinberg will only be paid this
additional compensation for those months that he actually serves as Executive Chairman. In October 2018, the Board of Directors
also approved a cash bonus of $65,000 to be paid immediately to Mr. Heinberg.
The Company also has a supplemental retirement
plan that provides post-retirement health care coverage for the Company’s founders and their spouses. As of July 31, 2018,
the only director under this plan is Frank Silvestro, and his spouse. The annual expense associated with this plan is determined
based on discounted annual cost estimates over the estimated life expectancy of the founders and their spouses.
Corporate Governance
Code of Ethics
The Company has adopted
a Code of Conduct that applies to its principal executive officer, principal financial officer, principal accounting officer and
controller, as well as all other employees, Directors, officers, subsidiaries, affiliates, consultants, representatives and agents
of the Company. The Code of Conduct was filed as an exhibit to the Company’s current report on Form 8-K which was filed on
June 6, 2017 and is posted on the investors portion of the Company's website at www.ene.com.
Board of Directors Leadership,
Structure and Risk Oversight
During the fiscal year
ended July 31, 2018, the Board held ten (10) meetings. Each Director attended at least 75% of the aggregate of (i) the
total number of meetings of the Board and (ii) the total number of meetings of the committees of the Board in which he or
she served during the period for which he or she served. The Company’s Directors are strongly encouraged to attend the annual
meeting of shareholders. All of the Company’s then-current Directors attended last year’s annual meeting of shareholders.
The Board operates under
the leadership of the Chairman. The by-laws require that the role of Chairman of the Board, Chief Executive Officer
and Secretary be held by separate individuals. Since August 1, 2008, it has been the Company’s practice to fill the roles
of Chairman and Chief Executive Officer with different individuals, except for during times of transition when the same person
may fill both roles in an interim capacity, while an appropriate candidate is found to assume the vacant position. E&E
believes the current leadership structure provides the appropriate balance of oversight, independence, administration and hands-on
involvement in activities of the Board that are required for the efficient conduct of corporate governance activities.
The Board has a Governance,
Nominating and Compensation Committee (“GNCC”), an Audit Committee and a Pension Review Committee.
The GNCC consists of Messrs.
Heinberg (Chairman), Jacobs and Gross. For the fiscal year ended July 31, 2018, the GNCC had five (5) meetings and designated the
Board as a whole with the authority to make all decisions with respect to nominations of persons to the Board and compensation
of executive officers. In addition, the Company has adopted a process for the Board’s review of Director nominees for re-nomination
and/or vacancies as well as for new nominees generated internally or externally. This director nomination and recommendation process
includes circulation of prospective director nominee questionnaires, the review of the responses to those questionnaires and such
follow-up communications as the Board may deem appropriate, including subsequent interviews of the candidates with the Board. The
GNCC Charter is available on the Investors link of the Company’s website at www.ene.com. The GNCC will consider nominees
for Directors recommended by shareholders. Shareholders wishing to recommend a Director candidate for consideration by the
GNCC can do so by writing to the Secretary of Ecology and Environment Inc., 368 Pleasant View Drive, Lancaster, New York 14086.
Due to the delayed filing
of the Company’s Annual Report, Form 10-K for the fiscal year ended July 31, 2018 and delayed occurrence of the Annual Meeting
as compared to historical practice, the Board exercised the Timely Notice Exception as set for the bylaws. Nominations must be
received no later than the close of business on November 13, 2019. In no event shall any adjournment or postponement of an annual
meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.
Nominations of candidates for election to the Board must meet the requirements of Article II, Section 4.A.1 of the bylaws.
In evaluating candidates,
the Board considers the entirety of each candidate’s credentials to ensure that the Board consists of individuals who collectively
provide meaningful counsel to management. The Board does not maintain a specific diversity policy. It believes that diversity
is an expansive attribute that includes differing points of view, professional experience and expertise, and education, as well
as more traditional diversity concepts. The Board considers the candidates’ character, integrity, experience, understanding
of strategy and policy-setting, and reputation for working well with others. If candidates are recommended by our shareholders,
then such candidates will be evaluated using the same criteria. With respect to nomination of continuing Directors for re-election,
the individual’s past contributions to the Board are also considered.
In addition, the GNCC oversees
the Company’s governance initiatives including administration of the compliance program, including the enforcement of corporate
policies and implementing the anti-corruption program. The GNCC is responsible for and has been developing a new compensation and
incentive plan.
The Audit Committee has
been established in accordance with the requirements of the Exchange Act and of the Nasdaq Stock Market (“Nasdaq”). During
the fiscal year ended July 31, 2018, the Audit Committee consisted of Ms. Abramson (deceased on May 3, 2019), Messrs. El-Hillow
(Chairman), and Gross, all non-employee, independent, and financially literate Directors. The Board appointed Mr. Justin Jacobs
to the Audit Committee to replace Ms. Abramson on May 28, 2019. The Board has designated Mr. El-Hillow as the audit committee financial
expert serving on its Audit Committee. Messrs. El-Hillow, Gross and Jacobs are each independent, as that term is used in
Rule 5605(a)(2) of the Nasdaq listing standards and Rule 10A-3 of the Exchange Act. The Company’s Audit Committee Charter
is available within the Investors link on the Company’s website at www.ene.com. The Audit Committee is responsible for reviewing
the financial information that will be provided to the shareholders and others, the system of internal controls that management
and the Board has established, the performance and selection of independent auditors and the Company’s audit and financial
reporting process. During fiscal year 2018, the Audit Committee met four (4) times to examine the results of the financial
statements and reports prepared by the independent public accountants, and then held discussions with the Board.
The Pension Review Committee
consists of Messrs. Frank (Chairman), Silvestro, and Gross. The Pension Review Committee held one (1) meeting during fiscal
year 2018. The principal functions of the Pension Review Committee are to review changes to the retirement plans necessitated by
law or regulation and to determine whether the Company’s retirement plans meet the compensation goals for the Company’s
employees as established by the Board.
The Board is responsible
for overseeing the Company’s risk profile and management’s processes for managing risk. This oversight is
conducted primarily through the Audit Committee. The Audit Committee focuses on financial risks, including those that
could arise from accounting and financial reporting processes, as well as review of overall risk function and senior management’s
establishment of appropriate systems and processes for managing areas of material risk to the Company, including, but not limited
to, operational, financial, legal, regulatory and strategic risks.
Controlled Company Status
Our shares of Class A
Common Stock are listed on Nasdaq. Nasdaq requires all of its listed companies to be in compliance with Nasdaq’s standards
of corporate governance set forth in the Nasdaq Marketplace Rules (the “Nasdaq CG Rules”). As of February 28,
2018, Messrs. Frank B. Silvestro, Ronald L. Frank, Gerald A. Strobel, Gerard A. Gallagher Jr., Michael C. Gross, and Robert Santa
Maria and members of their families collectively control a majority of the voting power of our outstanding Common Stock. Accordingly,
we qualify as a “controlled company” within the meaning of the Nasdaq CG Rules.
Under Nasdaq CG Rules,
we may elect not to comply with certain Nasdaq CG Rules, including:
|
•
|
requirements relating to independent director oversight of director nominations, including having
a nominating committee that is composed entirely of independent directors; and
|
|
•
|
requirements relating to independent director oversight of executive compensation, including that
having a compensation committee that is composed entirely of independent directors;
|
We currently utilize each
of these exemptions. The “controlled company” exception does not modify audit committee requirements of Rule 10A-3
under the Exchange Act and Nasdaq CG Rules or the requirement to have regulatory scheduled Board meetings at which only independent
Directors attend.
Shareholder Communications with the Board
of Directors
Shareholders may communicate
with the Board through the Company’s Secretary by sending an email to
corporatesecretary@ene.com
; or by writing to
the following address: Board of Directors, c/o Secretary, Ecology and Environment Inc., 368 Pleasant View Drive, Lancaster, New
York 14086. The Company’s Secretary will forward all correspondence to the Board of Directors, except for spam, junk mail,
mass mailings, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate
material. The Company’s Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within
the Company for review and possible response.
Audit Committee Report
The information contained
in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference
in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except
to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933
or the Securities Exchange Act of 1934.
The Audit Committee has
reviewed and discussed the Company’s audited financial statements for fiscal year ended July 31, 2018 with the Company’s
management and Ernst & Young LLP. The Audit Committee has discussed with Ernst & Young LLP the matters required
to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee
has received the written disclosures and the communications from Ernst & Young LLP required by applicable requirements
of the Public Company Accounting Oversight Board regarding communications by Ernst & Young LLP with the Audit Committee
concerning independence and has discussed with Ernst & Young LLP their independence from the Company. Based on their review
of the materials outlined above, the Audit Committee recommended to the Board that the audited financial statements be included
in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2018 filed with the SEC.
The Audit Committee has
considered whether provision of the services described above is compatible with maintaining the independent accountant’s
independence and has determined that such services have not adversely affected Ernst & Young LLP’s independence.
|
Respectfully Submitted,
|
|
|
|
THE AUDIT COMMITTEE
|
|
|
|
Michael El-Hillow, Chairman
|
|
Michael C. Gross
|
|
Justin C. Jacobs
|
PROPOSAL 1 — ELECTION OF DIRECTORS
In accordance with the
bylaws, the Board has the discretion to reduce the number of Directors. On May 28, 2019, the Board voted to reduce the number of
Directors from seven directors to six directors due to the death of Stephanie W. Abramson on May 3, 2019 and the limited period
of time to nominate a seventh Director prior to this Annual Meeting. The Board of Directors has nominated each of Michael El-Hillow
and Justin C. Jacobs to serve as Class A Directors and each of Ronald L. Frank, Michael C. Gross, Marshall A. Heinberg and Frank
B. Silvestro to serve as Class B Directors, all until next year’s annual meeting of shareholders (subject to their respective
earlier removal, death or resignation) and until their successors are elected and qualified. We have been advised by each of Messrs.
El-Hillow, Jacobs, Frank, Heinberg, Gross and Silvestro that they are willing to be named as a nominee and each are willing to
serve as a Director if elected. We have no reason to believe that any of the nominees will be unavailable or will decline to serve
if elected. If, in the discretion of the Board, some unexpected occurrence should make necessary the substitution of some other
person for the nominees, it is the intention of the persons named in the proxy to vote for the election of such other person as
may be designated by the Board.
Information Concerning Nominees
Each of the nominees proposed
for election to the Board are presently members of the Board.
The basic responsibility
of a Company Director is to exercise his or her business judgment prudently and act in a manner that he or she believes in good
faith to be in the best interests of the Company and its shareholders. The current Directors consider individuals who have records
for leadership and success in their areas of activity and who will make meaningful contributions to the Board. Nominees for Directors
are selected on the basis of board and management experience, character, integrity, ability to make independent analytical inquiries,
business background, as well as an understanding of the Company’s business environment. We believe that each of the Director
nominees bring these qualifications in a positive manner to our Board. Moreover, the Director nominees provide our Board with a
complement of specific business skills, experience and perspectives.
Class A Nominees:
|
|
|
|
|
|
Nominee
|
Age
|
Positions and Offices Held with the Company
|
Michael El-Hillow
|
67
|
Class A Director
|
Justin C. Jacobs
|
44
|
Class A Director
|
|
|
|
Class B Nominees:
|
|
|
|
|
|
Nominee
|
Age
|
Positions and Offices Held with the Company
|
Marshall A. Heinberg
|
62
|
Executive Chairman, Chairman of the Board and Class B Director
|
Frank B. Silvestro
|
82
|
Class B Director
|
Ronald L. Frank
|
80
|
Executive Vice President, Secretary, and Class B Director
|
Michael C. Gross
|
59
|
Class B Director
|
None of the Class A
or Class B Director nominees (nor any associates of such nominees) is a party to any material proceedings adverse to the Company
or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
Business Experience of Nominees
Qualifications, attributes
and skills for Messrs. El-Hillow, Frank, Gross, Heinberg, Jacobs and Silvestro are included herein beginning on Page 7 of this
Proxy Statement.
Messrs. El-Hillow, Gross,
Heinberg and Jacobs are each independent, as that term is used in Rule 5605(a)(2) of the Nasdaq CG Rules
.
Required Vote
The affirmative vote of
greater than 50% of the votes cast by holders of Class A Common Stock at the Annual Meeting is required to elect each of the two
persons nominated as Class A Directors. Under the certificate of incorporation and by-laws at the Company’s annual meeting
of shareholders, Class A Directors are elected by a vote of greater than 50% of the votes cast by holders of Class A Common Stock
from candidates nominated by the Board and/or a shareholder in accordance with the requirements of the by-laws. If a Director nominee
does not receive greater than 50% of the votes by holders of Class A Common Stock, such nominee is either not elected or immediately
removed from the Board (in the case of an incumbent Director) and is not eligible for appointment by the Board to fill a vacancy
for that election year.
The affirmative vote of
greater than 50% of the votes cast by holders of Class B Common Stock at the Annual Meeting is required to elect each of the four
persons nominated as Class B Directors. Under the certificate of incorporation and by-laws, at the Company’s annual meeting
of shareholders, Class B Directors are elected by a vote of greater than 50% of the votes cast by holders of Class B Common Stock
from candidates nominated by the Board and/or a shareholder in accordance with the requirements of the by-laws. If a Director nominee
does not receive greater than 50% of the votes cast by holders of Class B Common Stock, such nominee is either not elected or immediately
removed from the Board (in the case of an incumbent Director) and is not eligible for appointment by the Board to fill a vacancy
for that election year.
Abstentions and broker
non-votes will have no effect on the outcome of this proposal.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF EACH OF THE SIX NOMINEES LISTED ABOVE.
PROPOSAL 2 — APPROVE, ON A NON-BINDING,
ADVISORY BASIS OF THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
The Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) enables the Company’s shareholders to vote
to approve, on an advisory (nonbinding) basis, the compensation of the Company’s named executive officers. The Company seeks
your advisory vote and asks that you support the compensation of the Company’s named executive officers as disclosed in this
Proxy Statement.
As described under
the Executive Compensation section of this Proxy Statement, our compensation programs are designed to ensure that our named executive
officers are compensated in a manner that is consistent with our annual and long-term performance goals. We believe our compensation
program rewards sustained performance that is aligned with long-term shareholder interests.
This proposal, commonly
known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to express their views on
the compensation of the Company’s named executive officers. This vote is not intended to address any specific item of compensation,
but rather the overall compensation of the Company’s named executive officers described in this Proxy Statement.
Accordingly, the
Board invites you to review carefully the Executive Compensation section beginning on page 10 and the tabular and other disclosures
on compensation thereunder and to cast a vote to approve, on an advisory basis, the compensation paid to the Company’s named
executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Executive Compensation
section, compensation tables, and any related material disclosed in this Proxy Statement.
The say-on-pay vote
is advisory, and therefore not binding on the Company or the Board. The Board values the opinions of the Company’s shareholders,
and to the extent there is any significant vote against the named executive officers’ compensation as disclosed in this Proxy
Statement, the Board will consider the shareholders’ concerns, and the Board will evaluate whether any actions are necessary
to address those concerns, particularly in the event that there is a significant vote against the compensation of our named executive
officers as disclosed in this Proxy Statement.
Required Vote
The affirmative
vote of a majority of the total of Class B (1 vote) and Class A (1/10
th
of 1 vote) shares of Common Stock represented
in person or by proxy at the Annual Meeting voting as one class is required to approve, on an advisory basis, the compensation
of our named executive officers. You may vote for or against this resolution, or you may abstain. Abstentions and broker non-votes
will have the same effect as a vote against this proposal. Because this vote is advisory, it will not be binding upon the Board.
However, the Board will consider the outcome of the vote, along with other relevant factors, in evaluating its executive compensation
plan and the compensation of its named executive officers.
Recommendation of the Board of Directors
THE BOARD OF
DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF THE COMPANY’S
NAMED EXECUTIVE OFFICERS.
PROPOSAL 3 — RATIFY THE APPOINTMENT OF ERNST & YOUNG
AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED JULY 31, 2019
Under the rules and regulations of the
SEC, the Audit Committee is directly responsible for the appointment of our independent registered public accounting firm. The
Audit Committee has appointed, and, as a matter of good corporate governance, is requesting ratification by the shareholders of
the appointment of, the registered public accounting firm of Ernst & Young LLP to serve as independent registered public accounting
firm auditors for the fiscal year ending July 31, 2019. If shareholders do not ratify the selection of Ernst & Young LLP,
the Audit Committee will evaluate the shareholder vote when considering the election of a registered public accounting firm for
the audit engagement for the 2020 fiscal year. In addition, if shareholders ratify the selection of Ernst & Young LLP as independent
registered public accounting firm, the Audit Committee may nevertheless periodically request proposals from the major registered
public accounting firms and as a result of such process may select Ernst & Young LLP or another registered public accounting
firm as our independent auditors.
Auditors’ Attendance at the
Annual Meeting
Representatives
of Ernst & Young LLP are expected to attend the Annual Meeting and will have an opportunity to make a statement and to respond
to appropriate questions from shareholders.
Required Vote
The affirmative
vote of a majority of the total of Class B (1 vote) and Class A (1/10
th
of 1 vote) shares of Common Stock represented
in person or by proxy at the Annual Meeting voting as one class is required to approve the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2019.
You may vote for or against this resolution, or you may abstain. Abstentions will have the effect of a vote against this proposal.
Recommendation of the Board of Directors
THE BOARD OF
DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2019.
AUDIT MATTERS
Independent Registered Public Accounting
Firm
The Audit Committee meets with the Company’s independent registered
public accounting firm to approve the annual scope of accounting services to be performed, including all audit, audit-related,
and non-audit services, and the related fee estimates. The Audit Committee also meets with the Company’s independent registered
public accounting firm on a quarterly basis, following completion of their quarterly reviews and annual audit before our earnings
announcements, to review the results of their work. As appropriate, management and our independent registered public accounting
firm update the Audit Committee with material changes to any service engagement and related fee estimates as compared to amounts
previously approved. Under its charter, the Audit Committee has the authority and responsibility to review and approve, in advance,
any audit and proposed permissible non-audit services to be provided to the Company by its independent registered public accounting
firm.
The aggregate fees billed by Ernst & Young LLP to the Company
for audit and audit-related services related to fiscal years 2018 and 2017 are summarized in the following table.
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Fiscal Year Ended July 31,
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2018
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2017
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(in thousands)
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Audit fees
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$
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1,172
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$
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445
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Audit-related fees
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25
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24
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Total
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$
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1,197
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$
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469
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Audit Fees
Audit fees include aggregate fees billed for the audit of the annual
financial statements included in the Company’s Annual Report, reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q, and expenses incurred related to audit services.
Audit-Related Fees
Audit-related fees include aggregate fees billed for services rendered
for indirect rate audits for certain government contract requirements.
Pre-approval Policies and Procedures
All audit and non-audit
services to be performed by our independent registered public accounting firm are approved in advance by the Audit Committee. Consistent
with applicable law, limited amounts of services, other than audit, review or attest services, may be approved by one or more members
of the Audit Committee pursuant to authority delegated by the Audit Committee, provided each such approved service is reported
to the full Audit Committee at its next meeting.
In connection with the
audit of our financial statements for the fiscal year ended July 31, 2018, Ernst & Young LLP only used full-time, permanent
employees.
Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
None.
OTHER INFORMATION
Deadline for Shareholder Proposals
for Next Annual Meeting
Proposals of shareholders
for inclusion in the Company’s proxy statement for the fiscal year 2019 annual meeting of shareholders pursuant to Rule 14a-8
promulgated under the Exchange Act (“Rule 14a-8”) must satisfy the requirements of Rule 14a-8 and be received by the
Secretary of the Company at Ecology and Environment Inc., 368 Pleasant View Drive, Lancaster, New York, 14086 by no later than
November 12, 2019.
Due to the delay
in the filing of the Annual Report on Form 10-K and the delayed occurrence of the Annual Meeting as compared to historical practice,
the Board is exercising the Timely Notice Exception set forth in Article II, Section 4 A 1 (b) of the By-laws, as amended.
Nominations for
Director elections or other business proposals not included in next year’s proxy statement that shareholders of the Company
wish to put before the shareholders of the Company at the fiscal year 2019 annual meeting of shareholders must meet the requirements
of Article II, Section 4 of the By-laws, as amended, and must be received by the Secretary of the Company, at the address stated
above, no later than November 13, 2019. In no event shall any adjournment or postponement of an annual meeting or the announcement
thereof commence a new time period for the giving of a shareholder’s notice under the by-laws as described above.
Certain Relationships and Related
Transactions
Former Director
Gerard A. Gallagher, Jr.’s son, Gerard A. Gallagher, III, served as Chief Executive Officer and President of the Company
and received aggregate compensation of $335,165 for his services during fiscal year 2018. The Company believes that his compensation
was commensurate with his peers during fiscal year 2018 and that his relationships during the year were reasonable and in the best
interest of the Company. Gerard A. Gallagher, Jr.’s tenure as a Director terminated effective April 20, 2017 and Gerard A.
Gallagher, III terminated as Chief Executive Officer on December 16, 2018.
State law requires
the Company to inform shareholders of the initiation or renewal of insurance indemnifying itself and its officers and directors. This
insurance, which includes claims coverage and excess coverage through Illinois National Insurance Company, has been renewed for
one year beginning August 1, 2018, at a total premium of $190,000.
The Company also
has an Employee Benefit Plan Fiduciary Liability Insurance Policy, carried with the Illinois National Insurance Company, which
covers the Company, its subsidiaries, its directors and those officers considered fiduciaries under the Employee Retirement Income
Security Act of 1974. This policy has been renewed for one year beginning August 1, 2018 at a premium of $20,000.
Policies and Procedures for Related
Person Transactions
The Company has
not adopted a written related person transactions policy pursuant to which our executive officers, Directors and principal shareholders,
including their immediate family members, would not be permitted to enter into a related person transaction with us without the
consent of our Audit Committee. However, any proposed transaction between the Company and an executive officer, Director, principal
shareholder or any of such persons’ immediate family members, in which the amount involved exceeds $120,000, must be presented
to our Audit Committee for review, consideration and approval. Our Directors, executive officers and employees are required to
report any proposed related person transaction to our Audit Committee. In approving or rejecting the proposed transaction, our
Audit Committee will take into account, among other factors it deems appropriate, whether the proposed related person transaction
is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances,
the extent of the related person’s interest in the transaction and, if applicable, the impact on a Director’s independence.
If we discover any related person transaction that has not been properly approved, our Audit Committee will be notified and will
determine the appropriate action, including ratification, rescission or amendment of the transaction.
Other Business
It is not contemplated
or expected that any business other than that pertaining to the subjects referred to in this Proxy Statement will be brought up
for action at the meeting. At the time this Proxy Statement went to press, the Board did not know of any other matter, which may
properly be presented for action at the meeting.
|
By order of the Board of Directors,
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ECOLOGY AND ENVIRONMENT INC.
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Ronald L. Frank
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Secretary
|
ANNUAL MEETING OF SHAREHOLDERS
OF
ECOLOGY AND ENVIRONMENT INC.
401 (k)
July 24, 2019
GO
GREEN
|
e-Consent
makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents
online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
|
|
NOTICE OF INTERNET AVAILABILITY
OF PROXY MATERIAL
:
The Notice of Meeting, proxy statement and proxy card
are
available at http://www.astproxyportal.com/ast/01322/
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please
detach along perforated line and mail in the envelope provided.
|
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00003333000000000000 2
|
072419
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PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
☒
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To
change the address on your account, please check the box at right and indicate your new
address in the address space above. Please note that changes to the registered name(s)
on the account may not be submitted via this method.
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☐
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1
.
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ELECTION
OF CLASS A DIRECTORS:
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NOMINEES:
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FOR
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AGAINST
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ABSTAIN
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Justin
C. Jacobs
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☐
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☐
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☐
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Michael
El-Hillow
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☐
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☐
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☐
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2.
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The
approval of the compensation of the named executive officers.
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☐
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☐
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☐
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3.
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The
ratification of Ernst & Young LLP as Auditors.
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☐
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☐
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☐
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4.
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In
their discretion, the proxies are hereby authorized to vote on such other matters as
may properly come before the meeting.
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The
undersigned acknowledges receipt from the Company before the execution of this proxy
of the Notice of Annual Meeting of Shareholders, a Proxy Statement for the Annual Meeting
of Shareholders and the 2018 Annual Report to Shareholders.
This
proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR Proposal 1, FOR Proposal 2 and FOR Proposal 3.
PLEASE
MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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Please
sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder
should sign. When signing as executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in partnership name
by authorized person.
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0
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CLASS A
COMMON STOCK - 401(k)
PROXY FOR
ANNUAL MEETING OF SHAREHOLDERS
ECOLOGY
AND ENVIRONMENT INC.
368 Pleasant
View Drive
Lancaster,
New York 14086
THIS PROXY
INSTRUCTION IS REQUESTED BY THE GREAT-WEST TRUST COMPANY, LLC IN CONJUNCTION WITH A PROXY SOLICITATION BY THE BOARD OF DIRECTORS
OF ECOLOGY AND ENVIRONMENT INC.
The undersigned
hereby instructs The Great-West Trust Company, LLC, as Trustee*, to vote, as designated hereon, all the shares of Class A Common
Stock of Ecology and Environment Inc. (the “Company”) held of record by the undersigned on June 18, 2019 which the
undersigned would be entitled to vote at the Annual Meeting of Shareholders to be held on July 24, 2019, or any adjournments thereof.
*AMERICAN
STOCK TRANSFER AND TRUST COMPANY WILL TALLY THE VOTES.
The Great-West
Trust Company, LLC will vote the shares represented by this Voting lnstruction Form if it is properly completed, signed, and received
by The Great-West Trust Company, LLC before 5:00 p.m. EST on July 23, 2019. Please note that if this Voting lnstruction Form is
not properly completed and signed, or it is not received by The Great-West Trust Company, LLC, as indicated above, the shares
allocated to the participant’s account will not be voted. If the Voting lnstruction Form is signed, but no direction is
given, the shares will be voted FOR Proposal 1, FOR Proposal 2 and FOR Proposal 3.
|
|
|
(Continued
and to be signed on the reverse side)
|
|
1.1
|
14475
|
|
ANNUAL MEETING OF SHAREHOLDERS
OF
ECOLOGY AND ENVIRONMENT INC.
CLASS A
July 24, 2019
GO
GREEN
|
e-Consent
makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents
online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
|
|
NOTICE OF INTERNET AVAILABILITY
OF PROXY MATERIAL
:
The Notice of Meeting, proxy statement and proxy card
are
available at http://www.astproxyportal.com/ast/01322/
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please
detach along perforated line and mail in the envelope provided.
|
|
|
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|
00003333000000000000 2
|
072419
|
|
|
|
|
|
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
☒
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To
change the address on your account, please check the box at right and indicate your new
address in the address space above. Please note that changes to the registered name(s)
on the account may not be submitted via this method.
|
☐
|
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1
.
|
ELECTION
OF CLASS A DIRECTORS:
|
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|
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NOMINEES:
|
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FOR
|
AGAINST
|
ABSTAIN
|
|
|
|
|
|
|
|
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Justin
C. Jacobs
|
|
☐
|
☐
|
☐
|
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Michael
El-Hillow
|
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☐
|
☐
|
☐
|
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2.
|
The
approval of the compensation of the named executive officers.
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
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3.
|
The
ratification of Ernst & Young LLP as Auditors.
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
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4.
|
In
their discretion, the proxies are hereby authorized to vote on such other matters as
may properly come before the meeting.
|
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The
undersigned acknowledges receipt from the Company before the execution of this proxy
of the Notice of Annual Meeting of Shareholders, a Proxy Statement for the Annual Meeting
of Shareholders and the 2018 Annual Report to Shareholders.
This
proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR Proposal 1, FOR Proposal 2 and FOR Proposal 3.
PLEASE
MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.
|
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Signature of Shareholder
|
|
Date:
|
|
Signature of Shareholder
|
|
Date:
|
|
|
|
|
|
|
Note:
|
Please
sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder
should sign. When signing as executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in partnership name
by authorized person.
|
|
|
|
|
0
|
|
PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS
ECOLOGY
AND ENVIRONMENT INC.
368
Pleasant View Drive
Lancaster, New York 14086
THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Marshall A. Heinberg and Ronald L. Frank as Proxies, each with the power to appoint his substitute,
and hereby authorizes either of them to represent and to vote, as designated on the reverse side, all the shares of Class A Common
Stock of Ecology and Environment Inc. (the “Company”) held of record by either of the undersigned on June 18, 2019
at the Annual Meeting of Shareholders to be held on July 24, 2019, or any adjournments thereof.
|
|
|
(Continued
and to be signed on the reverse side)
|
|
1.1
|
14475
|
|
ANNUAL MEETING OF SHAREHOLDERS
OF
ECOLOGY AND ENVIRONMENT INC.
CLASS B
July 24, 2019
GO
GREEN
|
e-Consent
makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents
online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
|
|
NOTICE OF INTERNET AVAILABILITY
OF PROXY MATERIAL
:
The Notice of Meeting, proxy statement and proxy card
are
available at http://www.astproxyportal.com/ast/01322/
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please
detach along perforated line and mail in the envelope provided.
|
|
|
|
|
|
00003333330000000000 3
|
072419
|
|
|
|
|
|
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
☒
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To change the address on your account, please check the box at right and indicate your new address in
the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
|
☐
|
|
|
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|
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|
1
.
|
ELECTION
OF CLASS B DIRECTORS:
|
|
|
|
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|
|
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|
|
|
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|
|
NOMINEES:
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
|
|
|
|
|
|
Marshall A. Heinberg
|
|
☐
|
☐
|
☐
|
|
|
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|
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|
Frank B. Silvestro
|
|
☐
|
☐
|
☐
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Ronald L. Frank
|
|
☐
|
☐
|
☐
|
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|
Michael C. Gross
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
|
2.
|
The
approval of the compensation of the named executive officers.
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
|
3.
|
The
ratification of Ernst & Young LLP as Auditors.
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
|
4.
|
In
their discretion, the proxies are hereby authorized to vote on such other matters as
may properly come before the meeting.
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
|
The
undersigned acknowledges receipt from the Company before the execution of this proxy
of the Notice of Annual Meeting of Shareholders, a Proxy Statement for the Annual Meeting
of Shareholders and the 2018 Annual Report to Shareholders.
This
proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR Proposal 1, FOR Proposal 2 and FOR Proposal 3.
PLEASE
MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.
|
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Signature of Shareholder
|
|
Date:
|
|
Signature of Shareholder
|
|
Date:
|
|
|
|
|
|
|
Note:
|
Please
sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder
should sign. When signing as executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in partnership name
by authorized person.
|
|
|
|
|
0
|
|
PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS
ECOLOGY
AND ENVIRONMENT INC.
368
Pleasant View Drive
Lancaster, New York 14086
THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Marshall
A. Heinberg and Ronald L. Frank as Proxies, each with
the power to appoint his substitute, and hereby authorizes either of them to represent and to vote, as designated on the reverse
side, all the shares of Class B Common Stock of Ecology and Environment Inc. held of record by either of the undersigned on June
18, 2019, at the Annual Meeting of Shareholders to be held on July 24, 2019, or any adjournments thereof.
|
|
|
(Continued
and to be signed on the reverse side)
|
|
1.1
|
14475
|
|
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