EEI 2017 Form 10-K

Table of Contents EEI recorded non-cash compensation expense of less than $0.1 million during the twelve months ended July 31, 2017, 2016 and 2015, respectively, in connection with outstanding stock compensation awards. The "pool" of excess tax benefits accumulated in Capital in Excess of Par Value was $0.1 million at July 31, 2017 and 2016. 15. Shareholders' Equity Class A and Class B Common Stock The relative rights, preferences and limitations of the Company's Class A and Class B Common Stock are summarized as follows: Holders of Class A shares are entitled to elect 25% of the Board of Directors so long as the number of outstanding Class A shares is at least 10% of the combined total number of outstanding Class A and Class B common shares. Holders of Class A common shares have one-tenth the voting power of Class B common shares with respect to most other matters. In addition, Class A shares are eligible to receive dividends in excess of (and not less than) those paid to holders of Class B shares. Holders of Class B shares have the option to convert at any time, each share of Class B Common Stock into one share of Class A Common Stock. Upon sale or transfer, shares of Class B Common Stock will automatically convert into an equal number of shares of Class A Common Stock, except that sales or transfers of Class B Common Stock to an existing holder of Class B Common Stock or to an immediate family member will not cause such shares to automatically convert into Class A Common Stock. Restrictive Shareholder 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, 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. Cash Dividends The Company declared cash dividends of $1.7 million, $1.9 million and $2.1 million during fiscal years 2017, 2016 and 2015, respectively. The Company paid cash dividends of $1.7 million during fiscal year 2017 and $2.1 million during fiscal years 2016 and 2015. The Company paid cash dividends of $0.9 million in August 2017 and 2016 and $1.0 million in August 2015 that were declared and accrued in prior periods. Stock Repurchase Program In August 2010, the Company’s Board of Directors approved a program for repurchase of 200,000 shares of Class A Common Stock (the “Stock Repurchase Program”). As of July 31, 2017, the Company repurchased 122,918 shares of Class A stock, and 77,082 shares had yet to be repurchased under the Stock Repurchase Program. The Company did not acquire any Class A shares under the Stock Repurchase Program during fiscal years 2017, 2016 or 2015. Noncontrolling Interests The Company did not purchase additional shares of any its majority owned subsidiaries during fiscal years 2017 or 2016. 54