EEI 2018 Notice of Meeting and Proxy Statement

AUDIT MATTERS Independent Registered Accounting Firm The Audit Committee meets with the Company’s independent registered accounting firm to approve the annual scope of accounting services to be performed, including all audit, audit-related, and non-audit services, and the related fee estimates. The Audit Committee also meets with the Company’s independent registered accounting firm on a quarterly basis, following completion of their quarterly reviews and annual audit before our earnings announcements, to review the results of their work. As appropriate, management and our independent registered accounting firm update the Audit Committee with material changes to any service engagement and related fee estimates as compared to amounts previously approved. Under its charter, the Audit Committee has the authority and responsibility to review and approve, in advance, any audit and proposed permissible non-audit services to be provided to the Company by its independent registered public accounting firm. Since November 2016, the Company has engaged Ernst & Young LLP as the independent registered accounting firm to provide audit and certain audit-related services. The aggregate fees billed by Ernst & Young LLP to the Company for audit and audit-related services during fiscal years 2017 and 2016 are summarized in the following table. Fiscal Year Ended July 31, 2017 2016 Audit fees $445,000 $416,000 Audit-related fees 24,000 — Total $469,000 $416,000 Audit Fees Audit fees include aggregate fees paid or accrued for the audit of the annual financial statements included in the Company’s Annual Report on Form 10-K, reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q, and expenses incurred related to audit services. Audit Related Fees Audit related fees include aggregate fees accrued for services rendered for audits of the Company’s Defined Contribution Plans and for indirect rate audits. Pre-approval Policies and Procedures All audit and non-audit services to be performed by our independent registered public accounting firm are approved in advance by the Audit Committee. Consistent with applicable law, limited amounts of services, other than audit, review or attest services, may be approved by one or more members of the Audit Committee pursuant to authority delegated by the Audit Committee, provided each such approved service is reported to the full Audit Committee at its next meeting. In connection with the audit of our financial statements for the fiscal year ended July 31, 2017, Ernst & Young LLP only used full-time, permanent employees. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. None. -22-