EEI 2018 Notice of Meeting and Proxy Statement

• 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, 2017 and 2016 of those persons who were at July 31, 2017: (i) the Company’s Chief Executive Officer and President; and (ii) the three other most highly compensated executive officers employed at July 31, 2017. In this Proxy Statement, the four persons named in the table below are referred to as the “Named Executives.” SUMMARY COMPENSATION TABLE FISCAL YEAR 2016 AND FISCAL YEAR 2017 Name and Principal Position Fiscal Year Salary Bonus (1) Stock Awards (2) Option Awards Non-Equity Incentive Plan Compensation Nonqualified Deferred Compensation Earnings All Other Compensation (3) Total Gerard A. Gallagher III CEO and President 2017 2016 $324,000 $314,390 $70,000 $30,000 — — — — — — — — $10,930 $10,930 $404,930 $355,320 Ronald L. Frank Executive Vice President and Director 2017 2016 $213,960 $213,960 — — — — — — — — — — $ 8,822 $ 8,822 $222,782 $222,782 Fred J. McKosky Senior Vice President and Chief Operating Officer 2017 2016 $220,139 $214,870 $55,000 $30,000 — — — — — — — — $ 9,096 $ 8,879 $284,235 $253,749 Cheryl A. Karpowicz Senior Vice President 2017 $202,125 $35,000 — — — — $ 8,350 $245,475 (1) Amounts earned for bonus compensation are determined at the discretion of the Board. (2) None of our Named Executives were awarded shares of Class A Common Stock under the 2016 Stock Award Plan during the fiscal year ended July 31, 2017. (3) Represents group term life insurance premiums and contributions made by the Company to its Defined Contribution Plan on behalf of each of the named executive officers. 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 -12-