EEI 2018 Notice of Meeting and Proxy Statement

ECOLOGY AND ENVIRONMENT INC. 368 Pleasant View Drive Lancaster, NY 14086 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders of Ecology and Environment Inc.: Notice is hereby given that the 47 th Annual Meeting of Shareholders (the “Annual Meeting”) of Ecology and Environment Inc. (the “Company”) will be held at the time, date and location set forth below: Date of Meeting: April 18, 2018 Time: 9:00 a.m., Eastern Daylight Savings Time Place: Samuel’s Grande Manor 8750 Main Street Williamsville, NY 14221 At the Annual Meeting, shareholders will be asked to consider and vote upon the following proposals: 1. To elect two (2) Class A Directors and five (5) Class B Directors, all to serve on the Company’s Board of Directors (the “Board”) until the next Annual Meeting of Shareholders and until their successors are elected and qualified; 2. To hold a non-binding, advisory vote approving the 2017 compensation of our named executive officers; 3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2018; and 4. To act on such other matters as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. YOUR VOTE IS EXTREMELY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN . If you are a shareholder of record, whether or not you personally plan to attend the Annual Meeting, please take a few minutes now to vote by completing, signing and dating the enclosed Proxy Card and mailing it in the postage pre-paid envelope provided by following the instructions on the Proxy Card. If your shares are held in “street name,” that is, held for your account by a broker, bank or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. The Board recommends that you vote “FOR” the election of each of the nominees proposed by the Board, namely Michael El-Hillow and Justin C. Jacobs as Class A Directors and Stephanie W. Abramson, Ronald L. Frank, Michael C. Gross, Marshall A. Heinberg and Frank B. Silvestro as Class B Directors. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR CANDIDATES NOMINATED BY THE BOARD, “FOR” THE APPROVAL OF EXECUTIVE COMPENSATION AND “FOR” 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. A complete list of shareholders of record entitled to vote at the Annual Meeting will be available for ten days before the Annual Meeting at the principal executive offices of the Company for inspection by shareholders during ordinary business hours for any purpose germane to the Annual Meeting.