EEI 2018 Notice of Meeting and Proxy Statement

transition when the same person may fill both roles in an interim capacity while an appropriate candidate is found to assume the vacant position. E&E believes the current leadership structure provides the appropriate balance of oversight, independence, administration and hands-on involvement in activities of the Board that are required for the efficient conduct of corporate governance activities. The Board has a Governance, Nominating and Compensation Committee (“GNCC”), an Audit Committee and a Pension Review Committee. The Governance, Nominating and Compensation Committee (“GNCC”) consists of Messrs. Heinberg (Chairman), Jacobs and Gross. For the fiscal year ended July 31, 2017, the Governance, Nominating and Compensation Committee designated the Board as a whole with the authority to make all decisions with respect to nominations of persons to the Board and compensation of executive officers. In addition, the Company has adopted a process for the Board’s review of Director Nominees for re-nomination and/or vacancies as well as for new nominees generated internally or externally. This director nomination and recommendation process includes circulation of prospective director nominee questionnaires, the review of the responses to those questionnaires and such follow-up communications as the Board of Directors may deem appropriate, including subsequent interviews of the candidates with the Board of Directors. The GNCC Charter is available on the Investors link of the Company’s website at www.ene.com . The GNCC will consider nominees for Directors recommended by shareholders. Shareholders wishing to recommend a Director candidate for consideration by the GNCC can do so by writing to the Secretary of Ecology and Environment Inc., 368 Pleasant View Drive, Lancaster, New York 14086. Nominations must be received no later than the close of business on the 120 th day prior to the first anniversary of the previous year’s annual meeting and not earlier than the close of business on the 180 th day prior to the first anniversary of the preceding year’s annual meeting. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above. Nominations must meet the requirements of Article II, Section 4.A.1 of the by-laws. In evaluating candidates, the Board considers the entirety of each candidate’s credentials to ensure that the Board consists of individuals who collectively provide meaningful counsel to management. The Board does not maintain a specific diversity policy. It believes that diversity is an expansive attribute that includes differing points of view, professional experience and expertise, and education, as well as more traditional diversity concepts. The Board considers the candidates’ character, integrity, experience, understanding of strategy and policy-setting, and reputation for working well with others. If candidates are recommended by our shareholders, then such candidates will be evaluated using the same criteria. With respect to nomination of continuing Directors for re-election, the individual’s past contributions to the Board are also considered. In addition, the GNCC oversees the Company’s governance initiatives including administration of the compliance program, including the enforcement of corporate policies and implementing the anti-corruption program. The GNCC is responsible for, and has been developing a new compensation and incentive plan. The Audit Committee has been established in accordance with Rule 10A-3 of the Exchange Act and the requirements of The NASDAQ Stock Market (“NASDAQ”). The Audit Committee consists of Messrs. El-Hillow (Chairman), Jacobs and Gross, all non-employee, independent, and financially literate Directors. The Board has designated Mr. El-Hillow as the financial expert serving on its Audit Committee. Messrs. El-Hillow, Gross, and Jacobs are each independent, as that term is used in Rule 5605(a)(2) of the NASDAQ listing standards and Rule 10A-3 of the Exchange Act. The Company’s Audit Committee Charter is available within the Investors link on the Company’s website at www.ene.com. The Audit Committee is responsible for reviewing the financial information which will be provided to the shareholders and others, the system of internal controls which management and the Board has established, the performance and selection of independent auditors and the Company’s audit and financial reporting process. During fiscal year 2017, the Audit Committee met four (4) times to examine the results of the financial statements and reports prepared by the independent public accountants, and then held discussions with the Board. The Pension Review Committee consists of Messrs. Frank (Chairman), Silvestro, and Gross. The Pension Review Committee held one (1) meeting during fiscal year 2017. The principal functions of the Pension Review Committee are to review changes to the retirement plans necessitated by law or regulation and to determine whether the Company’s retirement plans meet the compensation goals for the Company’s employees as established by the Board. -15-