EEI 2018 Notice of Meeting and Proxy Statement

ECOLOGY AND ENVIRONMENT INC. 368 Pleasant View Drive Lancaster, NY 14086 March 19, 2018 To Our Shareholders: On behalf of the Board of Directors, we cordially invite you to attend the 47 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, on Wednesday, April 18, 2018, 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: 1. To elect two (2) Class A Directors and five (5) 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; 2. To hold a non-binding, advisory vote approving the 2017 compensation of our named executive officers; 3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2018; and 4. To act on such other matters as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. The Notice of Annual Meeting, along with the Proxy Statement, a proxy card and the Company’s 2017 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 Stephanie W. Abramson, Ronald L. Frank, Michael C. Gross, Marshall A. Heinberg and Frank B. Silvestro as Class B Directors.; “FOR” the approval of executive compensation; 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, 2018. 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 not registered in your own 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 EXECUTIVE COMPENSATION 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, 2018. The Board has fixed the close of business on March 1, 2018 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