EEI 2018 Notice of Meeting and Proxy Statement

On all other matters, except, where applicable law requires a class vote, holders of Common Stock vote as a single class. Each share of Class A Common Stock entitles the holder thereof to one-tenth (1/10) of one vote per share, and each share of Class B Common Stock entitles the holder thereof to one (1) vote per share. Accordingly, a total of 3,008,829 votes may be cast at the Annual Meeting on the election of Class A Directors, 1,292,775 votes may be cast at the Annual Meeting on the election of Class B Directors and 1,593,658 votes may be cast at the Annual Meeting on all matters other than the election of Directors. The holders of record of one-third of the shares of Common Stock issued and outstanding and entitled to vote on any proposal to be considered at the Annual Meeting, represented in person or by proxy at the Annual Meeting, shall constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted as being present or represented at the Annual Meeting for purposes of establishing a quorum. Abstentions and proxies submitted by brokers on proposal 3, considered a routine matter, will be counted for purposes of establishing a quorum. Required Vote Proposal 1 — Election of Class A Directors: The affirmative vote of greater than 50% of the votes cast by holders of Class A Common Stock represented in person or by proxy at the Annual Meeting is required to elect each of the two persons nominated as Class A Directors. Under the Company’s restated certificate of incorporation (the “certificate of incorporation”) and re-stated by-laws (the “by-laws”), at the Company’s annual meeting of shareholders, Class A Directors are elected by a majority of the votes cast by holders of Class A Common Stock of candidates nominated by the Board and/or a shareholder in accordance with the requirements of the by-laws. If a Director nominee does not receive greater than 50% of the votes by holders of Class A Common Stock, such nominee is either not elected or immediately removed from the Board (in the case of an incumbent Director) and is not eligible for appointment by the Board to fill a vacancy for that election year. Abstentions and broker non-votes will have no effect on the outcome of this election. Proposal 1 — Election of Class B Directors: The affirmative vote of greater than 50% of the votes cast by holders of Class B Common Stock represented in person or by proxy at the Annual Meeting is required to elect each of the five persons nominated as Class B Directors. Under the certificate of incorporation and by-laws, at the Company’s annual meeting of shareholders, Class B Directors are elected by a majority of the votes cast by holders of Class B Common Stock of candidates nominated by the Board and/or a shareholder in accordance with the requirements of the by-laws. If a Director nominee does not receive greater than 50% of the votes cast by holders of Class B Common Stock, such nominee is either not elected or immediately removed from the Board (in the case of an incumbent Director) and is not eligible for appointment by the Board to fill a vacancy for that election year. Abstentions and broker non-votes will have no effect on the outcome of this election. Approval of Proposal 2: 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 for the advisory vote approving executive compensation. Abstentions and broker non-votes will have the effect of a vote against the proposal. Approval of Proposal 3: 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 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. Abstentions will have the effect of a vote against the proposal. There will be no broker non-votes associated with this proposal, as the ratification of our independent registered public accounting firm is a routine matter. As a result, if your shares of Common Stock are held in “street name” and you do not give your bank or broker instructions on how to vote, your shares will be voted by the broker in its discretion. No cumulative voting rights are authorized, and appraisal rights are not applicable to these matters. Voting Instructions You can vote your shares at the Annual Meeting by proxy or in person. You can vote by proxy by having one or more individuals who will be at the Annual Meeting vote your shares for you. These individuals are called “proxies”, and using them to cast your ballot at the Annual Meeting is called voting “by proxy”. -2-