EEI 2017 Form 10-K

Table of Contents On July 19, 2017, the Board of Directors determined that annual director compensation of $50,000 will be paid 60 percent in cash and 40 percent in shares of Class A Common Stock, except that 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. Messrs. Silvestro, Strobel and Frank choose to take their director compensation completely in cash. The Board of Directors also increased the annual director compensation for Mr. Heinberg to $75,000 for his service as Chairman of the Board of Directors plus $5,000 for also being Chair of the Governance, Nominating and Compensation Committee. In addition, Mr. Heinberg will be included in the Company's health care program. Mr. El-Hillow also received an additional $5,000 for chairing the Audit Committee for a total of $55,000 in annual director compensation. On July 25, 2017, the Company issued 2,554 shares, 1,596 shares, 1,756 shares and 1,596 shares of Class A Common Stock to Mr. Heinberg, Mr. Jacobs, Mr. El-Hillow and Mr. Gross, respectively. These shares will fully vest in April 2018 upon expiration of certain restrictions regarding transfer of the shares. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 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 September 29, 2017 are summarized in the following table. Class A Common Stock Class B Common Stock Name and Address (1) Nature and Amount of Beneficial Ownership (2) (3) Percent of Class as Adjusted (3) Nature and Amount of Beneficial Ownership (2) (3) Percent Of Class Frank B. Silvestro* 297,052 9.0% 292,052 22.6% Ronald L. Frank* 224,545 7.0% 187,234 14.5% Gerald A. Strobel* 219,604 6.8% 219,604 17.0% Gerhard J. Neumaier Testamentary Trust U/A Fourth 97,039 3.1% 97,039 7.5% Kirsten Shelly 115,558 3.7% 115,558 8.9% Edward W. Wedbush (4) 363,673 12.1% --- --- Mill Road Capital II, L.P. (5)(6) 464,668 15.4% --- --- North Star Investment Management Corporation (7) 255,750 8.5% --- --- *See Footnotes in the Security Ownership of Management table below. (1) The address for the Gerhard J. Neumaier Testamentary Trust U/A Fourth is 248 Mill Road, East Aurora, New York 14052. The address for Kevin S. Neumaier is 340 Pleasant View Drive, Lancaster, New York 14086. The address for Kirsten Shelly is 12 Running Brook Drive, Lancaster, New York 14086. The address for Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel is c/o Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York 14086, unless otherwise indicated. 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. (2) 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. (3) There are 3,008,458 shares of Class A Common Stock issued and outstanding and 1,293,146 shares of Class B Common Stock issued and outstanding as of September 29, 2017. 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. (4) Includes shares owned by subsidiaries and affiliates of Edward W. Wedbush based upon a Schedule 13-G filed on February 15, 2013. (5) Includes shares owned by subsidiaries and affiliates of Mill Road Capital II, L.P. (“MRC”) based upon a Form 4 filed on August 1, 2017. The shares reported are directly held by MRC; see also Footnote (6) 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 January 10, 2017 disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. 66