EEI 2018 Notice of Meeting and Proxy Statement

(3) The tenures of Messrs. Gallagher Jr., Cellino and Betrus as Directors were terminated effective April 20, 2017. Messrs. Heinberg, El-Hillow and Jacobs were elected Directors effective April 20, 2017. (4) The amounts shown under the columns “All Other Compensation” and “Total” do not include the $2,241.30 paid by the Company for health insurance premiums for Mr. Strobel’s adult daughter in fiscal year 2017. From January 1999 through December 2016, Mr. Strobel’s daughter was improperly included in the Company program, which resulted in the Company paying premiums on her behalf. The aggregate amount of premiums paid by the Company for her coverage in this period was $73,492.56. The coverage and premium payments ended in December 2016. The Company has sought reimbursement of that amount and certain related expenses from Mr. Strobel, who was not nominated for re-election as a Class B Director. (5) A Board resolution in January 2008 authorized the full reimbursement of health care costs for the founders, and their respective spouses, for their respective lives, which goes into effect when the founder(s) is no longer an employee of the Company. Currently, Messrs. Silvestro and Strobel, and their spouses, are covered under this program. The amounts shown in columns “All Other Compensation” and “Total” do not include $22,169.20 and $12,354 paid by the Company for such reimbursements to Messrs. Silvestro and Strobel respectively, in the fiscal year 2017. As an employee Director, Mr. Frank did not receive any director fees as compensation for his services. As non-employee Directors, Messrs. Silvestro, Strobel, Gallagher, Jr., Heinberg, Gross, Jacobs and El-Hillow received director fees and bonus compensation during fiscal year 2017. Messrs. Strobel, Gallagher, Jr. and Silvestro also earned consulting fees during fiscal year 2017. On July 19, 2017, the Board 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 and Strobel elected to take their director compensation completely in cash. The Board also increased the annual director compensation for Mr. Heinberg to $75,000 for his service as Chairman of the Board 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 Messrs. Heinberg, Jacobs, El-Hillow and Gross, respectively. These shares will vest on April 18, 2018 and are subject to certain restrictions regarding transfer of the shares that will expire on April 18, 2018. 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, 2017, the Board held eight (8) 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 served during the period for which he 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. 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 -14-