EEI 2018 Notice of Meeting and Proxy Statement

OTHER INFORMATION Deadline for Shareholder Proposals for Next Annual Meeting Proposals of shareholders for inclusion in the Company’s proxy statement for the 2019 annual meeting of shareholders pursuant to Rule 14a-8 promulgated under the Exchange Act (“Rule 14a-8”) must satisfy the requirements of Rule 14a-8 and be received by the Secretary of the Company at Ecology and Environment Inc., 368 Pleasant View Drive, Lancaster, New York, 14086 by no later than November 15, 2018. Nominations for Director elections or other business proposals not included in next year’s proxy statement that shareholders of the Company wish to put before the shareholders of the Company at the 2019 annual meeting must meet the requirements of Article II, Section 4 of the by-laws and must be received by the Secretary of the Company, at the address stated above, no sooner than October 19, 2018 and no later than December 18, 2018. 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 under the by-laws as described above. Certain Relationships and Related Transactions Former Director Gerard A. Gallagher, Jr.’s son, Gerard A. Gallagher, III, serves as Chief Executive Officer and President of the Company and received aggregate compensation of $404,930 for his services during fiscal year 2017. The Company believes that his compensation was commensurate with his peers during fiscal year 2017 and that his relationships during the year were reasonable and in the best interest of the Company. Gerard A. Gallagher, Jr.’s tenure as a Director terminated effective April 20, 2017. From January 1999 through December 2016, the Company incurred $73,492.56 in medical insurance premiums on behalf of the adult daughter of Director Gerald A. Strobel. Mr. Strobel’s daughter was not employed by the Company during the time of such insurance coverage, and Mr. Strobel did not obtain approval from the Board for such coverage. Mr. Strobel’s daughter’s insurance coverage was terminated in 2016. The Board is seeking reimbursement of the amount incurred and certain related expenses from Mr. Strobel. Policies and Procedures for Related Person Transactions The Company has not adopted a written related person transactions policy pursuant to which our executive officers, Directors and principal stockholders, including their immediate family members, would not be permitted to enter into a related person transaction with us without the consent of our Audit Committee. However, any proposed transaction between the Company and an executive officer, Director, principal stockholder or any of such persons’ immediate family members, in which the amount involved exceeds $120,000, must be presented to our Audit Committee for review, consideration and approval. Our Directors, executive officers and employees are required to report any proposed related person transaction to our Audit Committee. In approving or rejecting the proposed transaction, our Audit Committee will take into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction and, if applicable, the impact on a Director’s independence. If we discover any related person transaction that has not been properly approved, our Audit Committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction. Other Business It is not contemplated or expected that any business other than that pertaining to the subjects referred to in this Proxy Statement will be brought up for action at the meeting. At the time this Proxy Statement went to press, the Board of Directors did not know of any other matter, which may properly be presented for action at the meeting. By order of the Board of Directors, ECOLOGY AND ENVIRONMENT INC. Ronald L. Frank Secretary -23-