EEI 2018 Notice of Meeting and Proxy Statement

Programs for NYU Shanghai. She was a director of National Financial Partners Corp. (NYSE NFP) from 2003 until July 2013. From July 2005 to July 2008, when it was acquired by Google, she was an Executive Vice President, General Counsel and Secretary of DoubleClick Inc. and its Chief Privacy Officer. From 2001 to 2003, she served as the Chief Legal Officer and Chief Corporate Development Officer and Corporate Secretary of Heidrick & Struggles International, Inc., a publicly traded executive search firm. Prior to joining Heidrick & Struggles, Stephanie was the General Counsel of Young & Rubicam Inc., an independent marketing communications holding company, until it was acquired by WPP in 2000. Before joining Young & Rubicam, she was a senior partner in the law firm of Morgan, Lewis & Bockius LLP in New York, and an associate at the law firm of Cleary, Gottlieb, Steen & Hamilton LLP. Stephanie graduated with honors from Harvard University and from New York University School of Law. Her experience as outside and general counsel to financial institutions and publicly traded companies and as a director of a public company provides valuable experience and perspective to the Board. Ms. Abramson and Messrs. El-Hillow, Gross, Heinberg and Jacobs are each independent, as that term is used in Rule 5605(a)(2) of the NASDAQ CG Rules . Required Vote The affirmative vote of greater than 50% of the votes cast by holders of Class A Common Stock represented in person or by proxy at the Annual Meeting is required to elect each of the two persons nominated as Class A Directors. Under the certificate of incorporation and by-laws at the Company’s annual meeting of shareholders, Class A Directors are elected by a vote of greater than 50% of the votes cast by holders of Class A Common Stock of candidates nominated by the Board and/or a shareholder in accordance with the requirements of the by-laws. If a Director nominee does not receive greater than 50% of the votes by holders of Class A Common Stock, such nominee is either not elected or immediately removed from the Board (in the case of an incumbent Director) and is not eligible for appointment by the Board to fill a vacancy for that election year. The affirmative vote of greater than 50% of the votes cast by holders of Class B Common Stock represented in person or by proxy at the Annual Meeting is required to elect each of the five persons nominated as Class B Directors. Under the certificate of incorporation and by-laws, at the Company’s annual meeting of shareholders, Class B Directors are elected by a vote of greater than 50% of the votes cast by holders of Class B Common Stock of candidates nominated by the Board and/or a shareholder in accordance with the requirements of the by-laws. If a Director nominee does not receive greater than 50% of the votes cast by holders of Class B Common Stock, such nominee is either not elected or immediately removed from the Board (in the case of an incumbent Director) and is not eligible for appointment by the Board to fill a vacancy for that election year. Abstentions and broker non-votes will have no effect on the outcome of this proposal. Recommendation of the Board of Directors THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF EACH OF THE SEVEN NOMINEES LISTED ABOVE. -19-