EEI 2018 Notice of Meeting and Proxy Statement

PROPOSAL 3 — RATIFY THE APPOINTMENT OF ERNST & YOUNG AS ACCOUNTANTS Under the rules and regulations of the SEC, the Audit Committee is directly responsible for the appointment of our independent auditors. The Audit Committee has appointed, and, as a matter of good corporate governance, is requesting ratification by the shareholders of the appointment of, the registered public accounting firm of Ernst & Young LLP to serve as independent auditors for the fiscal year ending July 31, 2018. If shareholders do not ratify the selection of Ernst & Young LLP, the Audit Committee will evaluate the shareholder vote when considering the election of a registered public accounting firm for the audit engagement for the 2019 fiscal year. In addition, if shareholders ratify the selection of Ernst & Young LLP as independent auditors, the Audit Committee may nevertheless periodically request proposals from the major registered public accounting firms and as a result of such process may select Ernst & Young LLP or another registered public accounting firm as our independent auditors. Auditors’ Attendance at the Annual Meeting Representatives of Ernst & Young LLP are expected to attend the Annual Meeting and will have an opportunity to make a statement and to respond to appropriate questions from shareholders. Required Vote The affirmative vote of a majority of the total of Class B (1 vote) and Class A (1/10 th of 1 vote) shares of Common Stock represented in person or by proxy at the Annual Meeting voting as one class is required to approve the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2018. You may vote for or against this resolution, or you may abstain. Abstentions will have the effect of a vote against this proposal. Recommendation of the Board of Directors THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” –THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2018. -21-