EEI 2018 Notice of Meeting and Proxy Statement

ECOLOGY AND ENVIRONMENT INC. 368 Pleasant View Drive Lancaster, New York 14086 PROXY STATEMENT Dated March 19, 2018 For the Annual Meeting of Shareholders to be Held April 18, 2018 GENERAL INFORMATION Date, Time, Place and Purpose of the Annual Meeting This Proxy Statement is furnished to the shareholders of Ecology and Environment Inc., a New York corporation (the “Company” or “E&E”), in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Company for use at the Annual Meeting of Shareholders (the “Annual Meeting”), to be held at Samuel’s Grande Manor, 8750 Main Street, Williamsville, New York 14221 at 9:00 a.m., Eastern Daylight Savings Time, on Wednesday, April 18, 2018 and at any adjournment(s) or postponement(s) thereof. This Proxy Statement, along with the Company’s 2017 Annual Report to Shareholders and the proxy card, is first being sent to shareholders on or about March 19, 2018. The items of scheduled business to be voted on at the Annual Meeting are: 1. To elect two (2) Class A Directors and five (5) Class B Directors, all to serve on 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. If a proxy in the accompanying form is duly executed and returned in accordance with the Proxy Card or voting instructions provided to you, the shares represented thereby will be voted and, where a specification is made by the shareholder as provided therein, will be voted in accordance with such specification. A shareholder has the power to revoke its proxy at any time before it is exercised by giving written notice to the Company bearing a later date than the proxy, by executing and delivering to the Company a subsequently dated proxy at a later time or by voting in person at the Annual Meeting. Any shareholder may vote in person at the Annual Meeting, whether or not he or she has previously given a proxy. If your shares are held in “street name”, you will receive instructions from your broker, bank or other nominee on how to vote your shares and how to revoke an earlier proxy, if any. This Proxy Statement and the enclosed Annual Report to Shareholders proxy card are first mailed to shareholders on or about March 19, 2018. Record Date, Voting Rights and Quorum The Board has fixed the close of business on March 1, 2018 as the record date (the “Record Date”) for the determination of holders of our Common Stock (as defined below) entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 3,008,829 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) and 1,292,775 shares of Class B common stock, par value $0.01 (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) issued and outstanding and entitled to vote. Each share of Class A Common Stock entitles the holder thereof to elect two (2) Class A Directors to the Board and each share of Class B Common Stock entitles the holder thereof to elect five (5) Class B Directors to the Board. Holders of Class A Common Stock may vote only on Class A Director nominees and holders of Class B Common Stock may vote only on Class B Director nominees. -1-