EEI 2018 Notice of Meeting and Proxy Statement

PROPOSAL 1 — ELECTION OF DIRECTORS The Board of Directors has nominated each of Michael El-Hillow and Justin C. Jacobs to serve as Class A Directors and each of, Stephanie W. Abramson, Ronald L. Frank, Michael C. Gross, Marshall A. Heinberg and Frank B. Silvestro to serve as Class B Directors, all until next year’s annual meeting of shareholders (subject to their respective earlier removal, death or resignation) and until their successors are elected and qualified. We have been advised by each of Messrs. El-Hillow, Jacobs, Frank, Heinberg and Gross, Silvestro and Ms. Abramson that they are willing to be named as a nominee and each are willing to serve as a Director, if elected. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. If, in the discretion of the Board, some unexpected occurrence should make necessary the substitution of some other person for the nominees, it is the intention of the persons named in the proxy to vote for the election of such other person as may be designated by the Board. Information Concerning Nominees Each of the nominees proposed for election to the Board are presently members of the Board, except Ms. Abramson. The basic responsibility of a Company Director is to exercise his or her business judgment prudently and act in a manner that he or she believes in good faith to be in the best interests of the Company and its shareholders. The current Directors consider individuals who have records for leadership and success in their areas of activity and who will make meaningful contributions to the Board. Nominees for Directors are selected on the basis of board and management experience, character, integrity, ability to make independent analytical inquiries, business background, as well as an understanding of the Company’s business environment. We believe that each of the Director nominees bring these qualifications in a positive manner to our Board. Moreover, the Director nominees provide our Board with a complement of specific business skills, experience and perspectives. Class A Nominees: Nominee Age Positions and Offices Held with the Company Michael El-Hillow 66 Class A Director Justin C. Jacobs 43 Class A Director Class B Nominees: Nominee Age Positions and Offices Held with the Company Marshall A. Heinberg 60 Chairman of the Board and Class B Director Frank B. Silvestro 80 Class B Director Stephanie W. Abramson 73 None Ronald L. Frank 79 Executive Vice President of Finance, Secretary, and Class B Director Michael C. Gross 57 Class B Director None of the Class A or Class B Director nominees (nor any associates of such nominees) is a party to any material proceedings adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Executive officers are elected annually and serve at the discretion of the Board. Specific experience, qualifications, attributes and skills for each Director and executive officer follow. Business Experience of Nominees Qualifications, attributes and skills for Messrs. El-Hillow, Frank, Gross, Heinberg, Jacobs, and Silvestro are included herein beginning on Page 9 of this Proxy Statement. Stephanie W. Abramson is an independent nominee. She has directed the Business Law Transactions Clinic at the NYU School of Law since 2010, and beginning in April 2013, has served as Director of Law and Business Experiential Classes. From May 2011 through May 2013, Stephanie served as Dean of Graduate Professional and Executive Education -18-