EnviroStar, Inc.

ENVIROSTAR, INC.

290 N.E. 68^th68th Street

Miami, Florida 33138

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 30, 2016

Notice is hereby given that the Annual Meeting of Stockholders of EnviroStar, Inc. (the “Company”) will be held at Apollo Bank, 1150 South Miami Avenue, Miami, Florida 33130, on November 30, 2016,December 12, 2017, commencing at 11:00 a.m., local time, for the following purposes:

1.       To elect eight directors to the Company’s Board of Directors to serve until the Company’s 20172018 Annual Meeting of Stockholders.

2. To vote, on a non-binding advisory basis, on the compensation of the Company’s Named Executive Officers, as disclosed in the section of the accompanying Proxy Statement entitled “Named Executive Officer Compensation.”

3.2.       To approve the issuance of 388,504 additional shares of the Company’s CommonEnviroStar, Inc. 2017 Employee Stock pursuant to the Asset Purchase Agreement, dated as of September 7, 2016, by and among the Company, Western State Design, Inc., Dennis Mack, Tom Marks and Western State Design LLC.Plan.

4. To approve an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s Common Stock from 15,000,000 shares to 20,000,000 shares.

5.3.       To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

The matters listed above are more fully described in the Proxy Statement that forms a part of this Notice of Meeting.

Only record holders of the Company’s Common Stock as of the close of business on October 20, 201624, 2017 are entitled to notice of, and to vote at, the Annual Meeting.

Sincerely yours,

Henry M. Nahmad

	Sincerely yours,
	Henry M. Nahmad
	Chairman of the Board

Miami, Florida

October 28, 201630, 2017

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. THEREFORE, EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED FOR THE PROXY CARD IF MAILED IN THE UNITED STATES.

EnviroStar, Inc.

ENVIROSTAR, INC.

290 N.E. 68^th68th Street

Miami, Florida 33138

PROXY STATEMENT

The Board of Directors of EnviroStar, Inc. (the “Company”) is soliciting proxies to be used at the 20162017 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held at Apollo Bank, 1150 South Miami Avenue, Miami, Florida 33130, on November 30, 2016,December 12, 2017, commencing at 11:00 a.m., local time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the accompanying Notice of Meeting.

This Proxy Statement and the accompanying Notice of Meeting and proxy card are first being mailed to stockholders on or about October 28, 2016.November 8, 2017.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will be asked to consider and (i) vote upon the election of eight directors to the Company’s Board of Directors (ii) vote, on a non-binding advisory basis, on the compensation of the Company’s Named Executive Officers (as hereinafter defined), as disclosed in the section of this Proxy Statement entitled “Named Executive Officer Compensation” (the “Say on Pay Proposal”), (iii)and to approve the issuance of 388,504 additional shares of the Company’s CommonEnviroStar, Inc. 2017 Employee Stock pursuant to the Asset Purchase Agreement, dated as of September 7, 2016Plan (the “Asset Purchase Agreement”), by and among the Company, Western State Design, Inc., Dennis Mack, Tom Marks and Western State Design LLC (the “WSD Post-Closing Stock Issuance Proposal”), and (iv) approve an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s Common Stock from 15,000,000 shares to 20,000,000 shares (the “Amendment to Certificate of Incorporation Proposal”“Purchase Plan”). In addition, although the Board of Directors is not aware of any other matters to be presented at the Annual Meeting, if any other matters are properly brought before the Annual Meeting, stockholders will be asked to consider and vote upon such matters.

Who is entitled to vote at the meeting?

Record holders of the Company’s Common Stock as of the close of business on October 20, 201624, 2017 (the “Record Date”) may vote at the Annual Meeting. As of the close of business on the Record Date, 9,980,54111,390,057 shares of the Company’s Common Stock were outstanding and, thus, will be eligible to vote at the Annual Meeting.

What are the voting rights of the holders of the Company’s Common Stock?

Holders of the Company’s Common Stock are entitled to one vote per share on each matter to be considered at the Annual Meeting.

What constitutes a quorum?

The presence, in person or by proxy, of at least a majority of the shares of the Company’s Common Stock issued and outstanding as of the close of business on the Record Date is necessary to transact business at the Annual Meeting. Abstentions and “broker non-votes” will be included in determining the presence of a quorum at the Annual Meeting. If there are not sufficient shares represented for a quorum, then the Annual Meeting may be adjourned or postponed from time to time until a quorum is established.

What is the difference between a stockholder of record and a “street name” holder?

If your shares are registered directly in your name with Computershare, the Company’s stock transfer agent, you are considered the stockholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of the shares but not the stockholder of record, and your shares are held in “street name.”

How do I vote my shares?

If you are a stockholder of record, you can give a proxy to be voted at the Annual Meeting by mailing the enclosed proxy card. You may also vote your shares at the Annual Meeting by completing a ballot at the Annual Meeting.

If you hold your shares in “street name,” you must vote your shares in the manner prescribed by your broker, bank or other nominee. Your broker, bank or other nominee has enclosed or provided a voting card for you to use in providing your voting instructions.

Can I vote my shares in person at the Annual Meeting?

If you are a stockholder of record, you may vote your shares in person at the Annual Meeting by completing a ballot at the Annual Meeting. However, if you are a “street name” holder, you may vote your shares in person at the Annual Meeting only if you obtain a signed proxy from your broker, bank or other nominee giving you the right to vote the shares. Even if you currently plan to attend the Annual Meeting, the Company recommends that you also submit your vote by proxy or by providing your voting instructions to your broker, bank or other nominee as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

What are my choices when voting?

What are the Board’s voting recommendations?

The Board of Directors recommends that you vote your shares “FORFOR”” all of the director nominees and “FORFOR”” each the approval of the Say on Pay Proposal, the WSD Post-Closing Stock Issuance Proposal and the Amendment to Certificate of Incorporation Proposal.Purchase Plan.

What if I do not specify on my proxy card how I want my shares voted?

If you execute and mail in your proxy card but do not specify on your proxy card how you want to vote your shares, your shares will be voted “FORFOR”” all of the director nominees and “FORFOR”” each the approval of the Say on Pay Proposal, the WSD Post-Closing Stock Issuance Proposal and the Amendment to Certificate of Incorporation Proposal.Purchase Plan. Although the Board of Directors is not aware of any other matters to be presented at the Annual Meeting, if any other matters are properly brought before the Annual Meeting, the persons named in the enclosed proxy card (or their substitutes if they are unavailable) will vote the proxies in accordance with their judgment on those matters.

Can I change my vote?

Yes. You can change your vote at any time before your proxy is voted at the Annual Meeting. If you are the record owner of your shares, you can do this in one of three ways. First, you can send a signed written notice to the Company’s President stating that you would like to revoke your proxy. Second, you can submit a new valid proxy bearing a later date. Third, you can attend the Annual Meeting and vote in person. However, attendance at the Annual Meeting will not, in and of itself, constitute revocation of a previously executed proxy.

If you are not the record owner of your shares and your shares are held in “street name,” you must contact your broker, bank or other nominee to find out how to change your vote.

What vote is required for a proposal to be approved?

Each

With respect to the election of the eight director nominees must receive a plurality of the votes cast at the Annual Meeting in order to be elected. This means thatdirectors, the eight director nominees receiving the highestgreatest number of votes “FOR” voteshis election will be elected. A properly executed proxy marked to withhold a vote with respect to the election of one or more director nominees will not be voted with respect to the nominee or nominees indicated, although it will be

counted for purposes of determining whether or not a quorum exists. Failures to vote will have no impact on the election of directors.

The compensation of the Company’s Named Executive Officers in connection with the Say on Pay ProposalPurchase Plan will be approved on a non-binding advisory basis, if it receives the affirmative vote of the majority of shares of the Company’s Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. The vote on the Say on Pay Proposal is advisory only and will not be binding upon the Company or its Board of Directors.

In addition, (i) the affirmative vote of a majority of the votes cast on the WSD Post-Closing Stock Issuance Proposal, at the Annual Meeting or by proxy, will be required to approve such proposal, and (ii) the Amendment to Certificate of Incorporation Proposal will be approved if it receives the affirmative vote of the majority of shares of the Company’s Common Stock entitled to vote on the proposal.

Abstentions will effectively count as votes against eachthe approval of the Say on Pay Proposal, the WSD Post-Closing Stock Issuance Proposal and the Amendment to Certificate of Incorporation Proposal.Purchase Plan. Failures to vote will effectively count as votes against the Amendment to Certificate of Incorporation Proposal, but will have no impact on the Say on Pay Proposal or the WSD Post-Closing Stock Issuance Proposal.proposal.

Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, may be deemed to have voting power over approximately 65%66.8% of the issued and outstanding shares of the Company’s Common Stock. Mr. Nahmad has advised the Company that he intends to vote, or cause to be voted, all of the shares of the Company’s Common Stock over which he has the right to vote or direct the vote “FOR” the election of the eight director nominees named in this Proxy Statement and “FOR” the approval of the Say on Pay Proposal and the Amendment to Certificate of Incorporation Proposal. In addition, Mr. Nahmad has agreed to vote, or cause to be voted, all of the shares of the Company’s Common Stock over which he has the right to vote or direct the vote “FOR” the approval of the WSD Post-Closing Stock Issuance Proposal.Purchase Plan. Accordingly, if all such shares are voted as indicated, or agreed, the election of the eight director nominees and the approval of each of the Say on Pay Proposal, the Amendment to Certificate of Incorporation Proposal and the WSD Post-Closing Stock Issuance ProposalPurchase Plan are assured.

If my shares are held in street name, will my broker, bank or other nominee vote my shares for me?

No. If you hold your shares in “street name” and do not give voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee may only vote your shares with respect to “discretionary” matters, but may not vote your shares with respect to “non-discretionary” matters. Each of theThe proposal relating to the election of directors the Say on Pay Proposal, the WSD Post-Closing Stock Issuance Proposal and the Amendmentproposal to Certificate of Incorporation Proposal is aapprove the Purchase Plan are both “non-discretionary” matter.matters. As a result, if you hold your shares in “street name,” your broker, bank or other nominee will not have discretion to vote your shares at the Annual Meeting if you do not provide voting instructions. Accordingly, it is important that “street name” holders give voting instructions to their broker, bank or other nominee by following the voting instructions received from their broker, bank or other nominee.

What are broker non-votes?

When a broker, bank or other nominee has discretion to vote on one or more proposals at a meeting but does not have discretion to vote on other matters at the meeting, the broker, bank or other nominee will inform the inspector of election that it does not have the authority to vote on the “non-discretionary” matters with respect to shares held for beneficial owners which did not provide voting instructions with respect to the “non-discretionary” matters. This is generally referred to as a “broker non-vote.”

Because brokers, banks and other nominees will not have discretion to vote on any items of business at the Annual Meeting if they have not received voting instructions from their clients, there will not be “broker non-votes” on any matter presented at the Annual Meeting.

Are there any other matters to be acted upon at the Annual Meeting?

The Company does not know of any other matters to be presented or acted upon at the Annual Meeting. If any other matter is presented at the Annual Meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.

CORPORATE GOVERNANCE

Board of Directors

Pursuant to the Company’s By-laws and Delaware law, the Company’s business and affairs are managed under the direction of the Company’s Board of Directors. Directors are kept informed of the Company’s business through discussions with management, including the Company’s Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees.

Controlled Company

The Company’s Common Stock is listed on the NYSE MKT.American (formerly the NYSE MKT). Under the rules of the NYSE MKT,American, the Company is considered a “controlled company” because Henry M. Nahmad, indirectly through Symmetric Capital LLC (“Symmetric Capital”) and Symmetric Capital II LLC (“Symmetric Capital II”) (each of which Mr. Nahmad may be deemed to control by virtue of his position as Manager of such entity), holds more than 50% of the voting power of the Company. Mr. Nahmad is the Company’s Chairman, Chief Executive Officer and President.

As a “controlled company,” the Company is not subject to certain rules of the NYSE MKTAmerican related to corporate governance matters, including the rules requiring that (i) the Company’s Board of Directors be comprised of at least a majority of independent directors, (ii) nominations for election to the Company’s Board of Directors be either selected, or recommended for the Board of Directors’ selection, by either a nominating committee comprised solely of independent directors or by a majority of the independent directors, and (iii) the compensation of the Company’s executive officers be determined, or recommended to the Board of Directors for determination, either by a compensation committee comprised of independent directors or by a majority of the independent directors. As described in further detail below,However, the Company’s Board of Directors is currently, and has historically been (subject to certain exceptions, including for a portion of the fiscal year ended June 30, 2017), comprised of a majority of independent directors, and the Company has however,also voluntarily complied with the NYSE MKT’sAmerican’s rule regarding the determination of executive compensation described under clause (iii) above. In addition, the Company’s Board of Directors is currently, and has historically been, comprised of a majority of independent directors. However, as a result of the nomination of Dennis Mack, who serves as Executive Vice President of the Company, for election to the Board at the Annual Meeting, four of the eight director candidates named in this Proxy Statement and nominated by the Board for election at the Annual Meeting are executive officers of the Company. Accordingly, if all eight of the director candidates named in this Proxy Statement are elected to the Board at the Annual Meeting, the Company will rely on the exemption afforded to “controlled companies” under the rules of the NYSE MKT from maintaining a Board comprised of at least a majority of independent directors.

Director Independence

The Company’s Board of Directors has determined that David Blyer, Alan Grunspan, Hal M. Lucas and Todd Oretsky, four of the seven current directors of the Company, are independent. The Board also determined that Timothy P. LaMacchia, who is nominated for election to the Board at the Annual Meeting, is independent. For purposes of making its independence determinations, the Board of Directors used the definition of independence set forth in the rules of the NYSE MKT, on which the Company’s Common Stock is listed.American.

Meetings of the Board

Committees of the Board of Directors

Leadership Structure

The business of the Company is managed under the direction of the Company’s Board of Directors, which is elected by the Company’s stockholders. The fundamental responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director believes to be the best interests of the Company and its stockholders.

The Company’s Board of Directors does not have any formal policy on whether the same person should serve as both the Chief Executive Officer and Chairman of the Board, as the Board believes that it should have the flexibility to make this determination at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time. The Board’s current leadership structure combines the position of Chairman and Chief Executive Officer. The Board believes that in the context of its current operating and business environment, the combined role of Chairman and Chief Executive Officer is appropriate because it results in unified leadership, accountability and continuity, promotes strategic development and execution, and facilitates communication between management and the Board. Henry M. Nahmad has held the dual position of Chairman and Chief Executive Officer since March 2015. Michael S. Steiner served as the Chairman and Chief Executive Officer of the Company from December 2012 until Mr. Nahmad’s appointment to such positions in March 2015. Mr. Steiner currently serves as the Company’s Executive Vice President and Chief Operating Officer and as a director of the Company.

Risk Oversight

The Company’s Board of Directors is responsible for overseeing management and the business and affairs of the Company, which includes the oversight of risk. This oversight is conducted at the Board level as well as through the Audit Committee, which oversees the Company’s systems of internal control over financial reporting, accounting, legal compliance and risk management, and the Board’s independent directors, who review compensation arrangements in an effort to, among other things, ensure that they do not encourage unnecessary or excessive risk taking. The Chairman of the Audit Committee reports to the full Board on the activities of the Audit Committee, including areas of risk management. The Board as a whole has responsibility for overseeing management’s handling of the Company’s strategic and operational risks. As appropriate throughout the year, senior management reports to the Board the risks that it believes may be material to the Company, including those disclosed in the Company’s Annual Report on Form 10-K and other reports filed with the SEC. The goal of these processes is to achieve serious and thoughtful Board-level attention to the nature of the material risks faced by the Company and the adequacy of the Company’s risk management

processes and systems. While the Board recognizes that the risks which the Company faces are not static, and that it is not possible to identify or mitigate all risk and uncertainty all of the time, the Board believes that the Company’s approach to managing its risks provides the Board with the proper foundation and oversight perspective with respect to management of the material risks facing the Company.

Executive Sessions of Non-Management Directors

Stockholder Communications with the Board of Directors

Code of Business Conduct and Ethics

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and 10% stockholders to file initial reports of ownership and reports of changes in ownership of the Company’s Common Stock and other equity securities, if any, with the SEC and the NYSE MKT.American. The Company’s directors, executive officers and 10% stockholders are required to furnish the Company with copies of all Section 16(a) reports they file.Based on a review of the copies of such reports furnished to the Company and written representations from the Company’s directors and executive officers that no other reports were required, the Company believes that its directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements applicable to them for the fiscal year ended June 30, 2016.2017.

PROPOSAL NO. 1 —- ELECTION OF DIRECTORS

The Company’s By-laws provide that the Board of Directors shall consist of no less than three or more than nine directors, and for each director to serve for a term expiring at the Company’s next annual meeting of stockholders. The specific number of directors is set from time to time by resolution of the Board. The Board of Directors currently consists of seven directors. AllThe Board has nominated all seven of the Company’s incumbent directors, have been nominatedwho are Henry M. Nahmad, Michael S. Steiner, Dennis Mack, David Blyer, Alan M. Grunspan, Hal M. Lucas and Todd Oretsky, for re-election at the Annual Meeting to serve for a term expiring at the Company’s 2017 Annual Meeting of Stockholders.Meeting. In addition, the Company’s Board of Directors has nominated Dennis MackTimothy P. LaMacchia for election to the Board at the Annual Meeting. In connection with suchits nomination of Mr. LaMacchia, the Board has approved an increase in the size of the Board to eight directors, effective upon the electionas of directors at the Annual Meeting. Each of the eight director nominees is nominated to serve for a term expiring at the Company’s 2018 Annual Meeting of Stockholders and has consented to serve for his term. If any director nominee should become unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board.

Nominees for Election as Directors

for Terms Expiring at the Company’s 20172018 Annual Meeting of Stockholders

Henry Nahmad, age 37,38, has served as a director of the Company and as Chairman, Chief Executive Officer and President of the Company since March 2015. Prior to joining the Company, Mr. Nahmad served as Chief Executive Officer of Chemstar Corp., a provider of food safety and sanitation solutions, from July 2009 to March 2014. From 2001 to 2004 and from 2007 to 2009, Mr. Nahmad worked in various capacities at Watsco, Inc., the largest distributor of HVAC/R products. The Board believes that Mr. Nahmad’s knowledge, leadership skills, business relationships, and experience, including with respect to growth from acquisitions and other strategic transactions, make Mr. Nahmad a valuable member of the Board and benefit the Company, including with respect to its business, operations and growth strategy.

Michael S. Steiner, age 60,61, has served as a director of the Company since 1998 and as Executive Vice President and Chief Operating Officer of the Company since March 2015. He served as the Company’s Chairman from December 2012 through March 2015. He also served as Chief Executive Officer and President of the Company from November 1998, when the Company acquired Steiner-Atlantic Corp. (“Steiner-Atlantic”), the Company’s largesta wholly owned operating subsidiary of the Company, through March 2015. Mr. Steiner has been President and Chief Executive Officer of Steiner-Atlantic since 1988. The Board believes that, based on his positions with the Company and Steiner-Atlantic, Mr. Steiner provides the Board with a deep understanding of the Company’s operations, products, customers, suppliers and employees, in addition to the Company’s challenges, needs, opportunities and strategies. The Board also believes that it benefits from Mr. Steiner’s understanding of finance, law and taxation gained through his Bachelor of Sciences degree in finance, Juris Doctor degree and Masters of Law degree in taxation.

Venerando J. Indelicato,

Dennis Mack, age 83,73, has served as a director of the Company since 1967.November 2016. Mr. Indelicato served asMack was appointed Executive Vice President and Chief Executive Officer of the Company from December 1967 until November 1998. Since that time, he has beenduring October 2016 in connection with the Chief Financial Officer and Treasurerclosing of the Company.Company’s acquisition of substantially all of the assets of Western State Design LLC (“WSD”) at that time. Mr. Mack has served as the President of WSD since he founded the company in 1974 and is the President of Western State Design, Inc. (“Western State Design”), the Company’s wholly owned subsidiary through which the Company acquired substantially all of the assets of WSD and conducts its business. The Board believes that it benefits from Mr. Indelicato providesMack’s knowledge of the Board with knowledge and ancommercial laundry industry as well as his understanding of the Company’s financesoperations, prospects, products, customers, suppliers and financial statements, in addition to his knowledgeemployees of both the current and historical business and operations of the Company.Western State Design.

David Blyer, age 56,57, has served as a director of the Company since 1998. Since August 2010, Mr. Blyer has been President and Chief Executive Officer of Donor Community Inc., a company that he founded that provides a software platform to non-profit organizations to assist in their operational and fundraising activities. Mr. Blyer was Co-Chairman of Stone Profiles LLC (formerly Profiles in Concrete, Inc.), a manufacturer and installer of architectural cast

stone for the residential and commercial construction markets, from January 2005

until March 2010. From July 2002 until January 2005, Mr. Blyer was an independent consultant. Mr. Blyer was Chief Executive Officer and President of Vento Software, Inc. (“Vento”), a developer of software for specialized business applications, from 1994, when he co-founded Vento, until November 1999, when Vento was acquired by SPSS Inc. (“SPSS”), a computer software company that developed and distributed technology for the analysis of data in decision-making and which merged with a subsidiary of International Business Machines Corporation in 2010. From November 1999 until December 2000, Mr. Blyer served as Vice President of Vento and, from January 2001 until July 2002, he served as President of the Enabling Technology Division of SPSS. The Board believes that Mr. Blyer brings to the Board broad experience in developing sales and marketing strategies, in addition to business operations skills gained through his founding and running of a number of diverse companies as well as his leading of a division of SPSS, which at the time was a publicly-held company. Mr. Blyer has an MBS in finance.

Alan M. Grunspan, age 56,57, has served as a director of the Company since 1999. Since December 2004, Mr. Grunspan has been a Shareholder of the law firm of Carlton Fields Jorden Burt, P.A. (“Carlton Fields”). From 1989 until he joined Carlton Fields, Mr. Grunspan was a member of the law firm of Kaufman Dickstein & Grunspan, P.A. The Board believes that it benefits from Mr. Grunspan’s service due to, among other things, his over 25 years of experience as a business lawyer with an understanding of the industry in which the Company operates and environmental matters, including those that particularly pertain to the dry cleaning and laundry industry. The Board also believes that Mr. Grunspan brings valuable financing expertise to the Board obtained from his Bachelor of Sciences degree in finance and his legal practice, and that he provides management experience to the Board obtained from his management of a law firm prior to joining Carlton Fields.

Hal M. Lucas, age 37,38, has served as a director of the Company since November 2015. Mr. Lucas is an attorney in private practice. He is a founding partner of the law firm of Lucas Savitz P.L. (and its predecessor), where Mr. Lucas has practiced since 2011. Prior to that time, Mr. Lucas was an attorney at the law firm of Astigarraga Davis Mullins & Grossman, P.A. from 2008 to 2011 and at the law firm of Bilzin Sumberg Baena Price & Axelrod LLP from 2004 to 2008. Mr. Lucas also served as Of Counsel to Astigarraga Davis Mullins & Grossman, P.A. from 2011 to 2013. Mr. Lucas obtained his Juris Doctor degree from The University of Texas School of Law and a Bachelor’s degree in economics and international relations from The Johns Hopkins University. The Board believes that it benefits from Mr. Lucas’ experience in legal and business matters gained from his career as a practicing attorney, and that Mr. Lucas’ experience relating to his co-founding and co-management of Lucas Savitz P.L. is a valuable asset to the Board.

Todd Oretsky, age 42,43, has served as a director of the Company since May 2015. Mr. Oretsky is the Managing Member of Jack Oretsky Holdings, LLC. He is an entrepreneur who has successfully bought, built and started businesses. Among other successful ventures, Mr. Oretsky most recently founded Inspired Work Communities LLC (d/b/a Pipeline Workspaces), where he serves as its Chief Executive Officer. Prior to his entrepreneurial career, Mr. Oretsky served as a corporate attorney at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, where he structured and advised international corporate clients with respect to debt and equity offerings. Mr. Oretsky has an MBA from The Wharton School of the University of Pennsylvania, a Juris Doctor degree from NYU School of Law, and a Bachelor’s degree in accounting from the University of Florida. The Board believes that Mr. Oretsky provides valuable input to the Board based on his experience in buying, building and starting businesses, as well as his knowledge of and experience in structuring acquisitions.

DENNIS MACK

Dennis Mack,

TIMOTHY P. LAMACCHIA

Timothy P. LaMacchia, age 72,55, is a private investor. Mr. LaMacchia was appointeda Partner at Ernst & Young LLP from 2002 until his retirement in June 2017. Prior to serve as Executive Vice President of the Company in connection with the closing of the Company’s acquisition of substantially all of the assets of Western State Design LLC (“WSD”) on October 10, 2016.joining Ernst & Young LLP, Mr. Mack is the President of Western State Design, Inc. (“Western State

Design”), the Company’s wholly owned subsidiary through which the Company acquired substantially all of the assets of WSD, andLaMacchia was a Partner at Arthur Andersen LLP, where he has served as the President of WSDwas employed since he founded the company in 1974. The Board has nominated Mr. Mack for election by the Company’s stockholders at the Annual Meeting.1986. The Board believes that it will benefit from Mr. Mack’s knowledgeLaMacchia provides meaningful insight to the Board and makes important contributions to the Audit Committee, including as a result of the commercial laundry industry as well as his understanding of the operations, prospects, products, customers, suppliersfinance and employees of Western State Design.accounting background.

The Board of Directors Unanimously Recommends that Stockholders

Vote “For” the Election of All Eight of the Director Nominees.

IDENTIFICATION OF EXECUTIVE OFFICERS

The following individuals are executive officers of the Company:

Name
Name		Position
Henry M. Nahmad		Chairman, Chief Executive Officer and President
Michael S. Steiner		Executive Vice President and Chief Operating Officer
Dennis Mack		Executive Vice President
Tom Marks		Executive Vice President
Venerando J. Indelicato	Robert H. Lazar	Chief Financial Officer, Chief Accounting Officer and Treasurer

All executive officers serve until they resign or are replaced or removed by the Board of Directors. Set forth below is certain biographical information for Mr. Marks.Messrs. Marks and Lazar. Biographical information for the other executive officers of the Company is set forth in “Proposal No. 1 —– Election of Directors” above.

Tom Marks, age 57,58, was appointed to serve as Executive Vice President of the Company during October 2016 in connection with the closing of the Company’s acquisition of substantially all of the assets of WSD on October 10, 2016.at that time. Mr. Marks is also Executive Vice President of Western State Design. He has been employed by WSD since 1987, including as Executive Vice President since 2007.

Robert H. Lazar, age 53, was appointed to serve as the Company’s Chief Financial Officer in May 2017 after joining the Company as its Chief Accounting Officer and Vice President of Finance in January 2017. Mr. Lazar previously served as Chief Accounting Officer and Vice President of Finance for Steiner Leisure Limited, a provider of spa services and manufacturer and distributor of cosmetics, where he was employed since 2000. Prior to joining Steiner Leisure Limited, Mr. Lazar worked in various capacities at Arthur Andersen LLP, including as Senior Manager from 1995 to 2000.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Controlling Stockholder; Stockholders Agreements

As the Manager of Symmetric Capital and Symmetric Capital II, Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, may be deemed to have beneficial ownership of all of the shares of the Company’s Common Stock beneficially owned by Symmetric Capital and Symmetric Capital II. Symmetric Capital and Symmetric Capital II own 2,838,194 shares and 1,290,323 shares, respectively, of the Company’s Common Stock, which represent approximately 28%24.9% and 13%11.4%, respectively, of the total number of issued and outstanding shares of the Company’s Common Stock. In addition, as a result of the Stockholders Agreements described below, Symmetric Capital and Mr. Nahmad, as its Manager, have voting power over (i) all 700,100580,100 shares of the Company’s Common Stock owned by Mr. Michael Steiner and his brother, Mr. Robert Steiner, and (ii) all 1,656,4862,044,990 shares of the Company’s Common Stock owned by WSD, Dennis Mack and Tom Marks. As a result, including shares subject to restricted stock awards granted to Mr. Nahmad which have not yet vested but as to which he has the power to vote, Mr. Nahmad may be deemed to have voting power over a total of 6,485,1037,583,131 shares of the Company’s Common Stock, which represents approximately 65%66.8% of the issued and outstanding shares of the Company’s Common Stock. Accordingly, Mr. Nahmad has the voting power to control the election of the Company’s directors and any other matter requiring the affirmative vote or consent of a majority of shares of the Company’s Common Stock.

Pursuant to a Stockholders Agreement dated March 6, 2015 between Mr. Nahmad, Symmetric Capital, Mr. Michael Steiner and Mr. Robert Steiner (the “Symmetric Capital —- Steiner Stockholders Agreement”), each of Mr. Michael Steiner and Mr. Robert Steiner agreed to vote all shares of the Company’s Common Stock owned by them at any time during the term of the Symmetric Capital —- Steiner Stockholders Agreement as directed by Mr. Nahmad, as the Manager of Symmetric Capital, and have granted to Mr. Nahmad, as the Manager of the Symmetric Capital, an irrevocable proxy and power of attorney in furtherance thereof. The Symmetric Capital —- Steiner Stockholders Agreement also contains, among other things, an agreement by Symmetric Capital and Mr. Nahmad to, until March 6, 2020 (subject to earlier termination of such obligation

under certain circumstances), vote all of the shares of the Company’s Common Stock owned by them in favor of the election of Mr. Michael Steiner to the Company’s Board of Directors. The

Symmetric Capital —- Steiner Stockholders Agreement has a term of five years, subject to earlier termination under certain circumstances.

As described in further detail below under “Proposal 3 — The WSD Post-Closing Stock Issuance Proposal,” on

In addition, pursuant to a Stockholders Agreement dated October 10, 2016 between the Company, Mr. Nahmad, Symmetric Capital, Symmetric Capital II, WSD, DennisMr. Mack and TomMr. Marks entered into a Stockholders Agreement (the “Symmetric Capital —– WSD Stockholders Agreement”), pursuant to which, among other things, WSD, Mr. Mack and Mr. Marks have agreed to vote all of the shares of the Company’s Common Stock owned by them at any time during the term of the Symmetric Capital —– WSD Stockholders Agreement as directed by Mr. Nahmad, as the Manager of Symmetric Capital, and have granted to Mr. Nahmad, as the Manager of the Symmetric Capital, an irrevocable proxy and power of attorney in furtherance thereof. The Symmetric Capital —– WSD Stockholders Agreement also contains, among other things, an agreement by Mr. Nahmad, Symmetric Capital and Symmetric Capital II to, until October 10, 2021 (subject to earlier termination of such obligation under certain circumstances), vote all of the shares of the Company’s Common Stock owned by them in favor of the election of Mr. Mack to the Company’s Board of Directors. In addition, under certain circumstances (none of which have occurred to date), during the term of the obligation described in the preceding sentence, Mr. Nahmad, Symmetric Capital and Symmetric Capital II will be required to vote to elect Mr. Marks (in lieu of Mr. Mack) to the Company’s Board of Directors. In accordance with the Symmetric Capital — WSD Stockholders Agreement, Symmetric Capital and Mr. Nahmad, as its Manager, will also have voting control over any future shares of the Company’s Common Stock held by WSD, Dennis Mack or Tom Marks, including the 388,504 shares of the Company’s Common Stock issuable to them pursuant to the Asset Purchase Agreement, as described below under “Proposal 3 — The WSD Post-Closing Stock Issuance Proposal.” The Symmetric Capital —– WSD Stockholders Agreement has a term of five years, subject to earlier termination under certain circumstances.

Related Person Transactions

The Company’s wholly owned subsidiary, Steiner-Atlantic, leases 27,000 square feet of warehouse and office space from an affiliate of Michael S. Steiner, a director and Executive Vice President and Chief Operating Officer of the Company, pursuant to a lease agreement dated November 1, 2014. Under the lease, which has a term of three years, monthly base rental payments were $10,275 during the first year of the lease and are $10,580 during the second year of the lease, and are $10,900 during the third year of the lease. In addition to base rent, Steiner-Atlantic is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. For each ofPayments under this lease totaled approximately $139,000 in the fiscal yearsyear ended June 30, 20162017 and 2015, Steiner-Atlantic made payments under this lease, including for rent and property taxes, of approximately $161,000.$133,000 in the fiscal year ended June 30, 2016.

In connection with the closing of the Company’s acquisition of substantially all of the assets of WSD, on

Since October 10, 2016, the Company’s wholly owned subsidiary, Western State Design, entered into a lease with Tylertown LLC,has leased 17,600 square feet of warehouse and office space from an affiliate of Dennis Mack, a director and Tom Marks. As previously described, eachExecutive Vice President of Dennis Mackthe Company, and Tom Marks, was appointed to serve as an Executive Vice President of the Company upon the closing of the Company’s acquisition of substantially all of the assets of WSD, and Dennis Mack has been nominated for election to the Company’s Board of Directors at the Annual Meeting. Pursuant toCompany. Under the lease, Western State Design leases an approximately 17,600 square foot facility from Tylertown LLC. Monthlymonthly base rental payments are $12,000 during the initial term of the lease are $12,000.lease. In addition to base rent, Western State Design is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. The lease has an initial term of five years and provides for two successive three-year renewal terms at the option of Western State Design. Payments under this lease totaled approximately $88,000 from its commencement in October 2016 through June 30, 2017.

In connection with the financing of the Company’s acquisition of substantially all of the assets of WSD, on October 10, 2016, the Company issued and sold to Symmetric Capital II 1,290,323 shares of the Company’s Common Stock for a total purchase price of approximately $6,000,000 pursuant to a Securities Purchase Agreement, dated September 7, 2016, between the Company and Symmetric Capital II (the “Private Placement Transaction”). As described above, Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, is the Manager of Symmetric Capital II and may be deemed to have voting power over the shares which it beneficially owns. The issuance and sale of the shares of the Company’s Common Stock to Symmetric Capital II pursuant to the Securities Purchase Agreement was approved by the Company’s Board of Directors after

receiving a recommendation in favor of the Securities Purchase Agreement from a special committee of the Board composed entirely of independent directors. The special committee, together with legal counsel engaged by it, negotiated the terms and conditions of the Securities Purchase Agreement on behalf of the Company.

NAMED EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

The following table sets forth certain summary information concerning compensation which the Company paid to, or accrued to or on behalf of, Henry M. Nahmad, and Michael S. Steiner (collectively, the “Named Executive Officers”) during the fiscal years ended June 30, 2016 and 2015. Messrs. Nahmad and Steiner were the Company’s only two “NamedChairman, Chief Executive Officers,” asOfficer and President, and the Company’s other “named executive officers” (as defined under Item 402 of Regulation S-K promulgated by the SEC,SEC) (collectively, the “Named Executive Officers”) for suchthe fiscal years.

year ended June 30, 2017 and, except as provided below, the fiscal year ended June 30, 2016.

Name and Principal Positions		Year				Salary				Bonus				Stock Awards				Option Awards				Non-Equity Incentive Plan Compensation				Change in Pension Value and Nonqualified Deferred Compensation Earnings				All Other Compensation				Total
Henry M. Nahmad(1) Chairman, Chief Executive Officer and President			2016			$	400,000	(2)			—				—				—				—				—				—			$	400,000
			2015			$	115,385	(2)			—				—				—				—				—				—			$	115,385
Michael S. Steiner(3) Executive Vice President and Chief Operating Officer			2016			$	250,000	(4)			—				—				—				—				—			$	6,615			$	256,615
			2015			$	476,980	(4)			—				—				—				—				—			$	1,924			$	478,904

Outstanding Equity Awards at June 30, 2016

Neither

The following table sets forth certain information regarding restricted stock awards of the Company’s Common Stock held by Henry M. Nahmad. Other than as set forth below, none of the Named Executive OfficerOfficers held any restricted stock optionsawards or other equity-based awards, including stock options, of the Company at June 30, 2016.2017.

	Stock Awards
Name	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Henry M. Nahmad	414,762(1)	$11,219,312	-	-
	414,762(2)	$11,219,312	-	-

(1)

Subject to the terms and conditions of the Equity Incentive Plan and the applicable Award Agreement, including as described below under “Compensation Plans and Arrangements,” 75% of these restricted shares are scheduled to vest on November 5, 2040, the date on which Mr. Nahmad will reach the age of 62, and the balance of these restricted shares are scheduled to vest in four equal annual installments beginning in November 2017.

(2)

Subject to the terms and conditions of the Equity Incentive Plan and the applicable Award Agreement, including as described below under “Compensation Plans and Arrangements,” 75% of these restricted shares are scheduled to vest on November 5, 2040 and the balance of these restricted shares are scheduled to vest in four equal annual installments beginning in June 2018.

Compensation Plans and Arrangements

The compensation of the Company’s executive officers is reviewed annually, or more frequently as determined to be advisable, by the independent members of the Board.

Neither

No Named Executive Officer is a party to an employment agreement with the Company. In addition, the Company has no plans or arrangements with eitherany Named Executive Officer which provide for the

payment of retirement benefits, or benefits that would be paid primarily following retirement, other than the Company’s participatory Section 401(k) Profit Sharing Plan, a deferred compensation plan under which the Company matches employee contributions up to 3% of an eligible employee’s yearly compensation. Such compensation is tax deferred under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Further, the Company has no contracts, agreements, plans or arrangements that provide for the payment in the future to eitherany Named Executive Officer following or in connection with his resignation, termination of employment or a change in control of the Company.

PROPOSAL NO. 2 — NON-BINDING ADVISORY VOTE ON
NAMED EXECUTIVE OFFICER COMPENSATION (THE SAY ON PAY PROPOSAL)

Pursuant to Section 14A of However, the Exchange Act and the rules and regulations promulgated thereunder, the Company’s stockholders will be asked at the Annual Meeting to vote, on a non-binding advisory basis, on the compensation of the Company’s Named Executive Officers, or the Say on Pay Proposal.

The vote on the Say on Pay Proposal gives the Company’s stockholders the opportunity to express their views on the compensation paid to the Named Executive Officers. The vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers as disclosed in this Proxy Statement. You are urged to read the “Named Executive Officer Compensation” section of this Proxy Statement above for details regarding the compensation paid to the Named Executive Officers during the fiscal year ended June 30, 2016 and other information with respect to their compensation for services on behalf of the Company.

The Board believes that the Company’s compensation program for its executive officers, including the Named Executive Officers, is appropriately based upon the Company’s performance, the performance and level of responsibility of the executive officer and the market generally with respect to executive officer compensation. Accordingly, the Board recommends that the Company’s stockholders indicate their support for the compensation of the Named Executive Officers by approving the following resolution:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers for the fiscal year ended June 30, 2016, as disclosed pursuant to SEC rules, including the compensation tables and related narrative disclosures included in this Proxy Statement, is hereby APPROVED.”

Stockholders may vote for or against, or abstain from voting on, the Say on Pay Proposal. The compensation of the Named Executive Officers in connection with the Say on Pay Proposal will be approved, on a non-binding advisory basis, if it receives the affirmative vote of the majority of sharesrestricted stock awards of the Company’s Common Stock presentheld by Mr. Nahmad will accelerate and immediately vest, to the extent not previously vested or forfeited, in personthe event of Mr. Nahmad’s death or represented by proxy at“Disability” (as defined in the Annual Meeting and entitledAward Agreements). In addition, pursuant to vote on the proposal. Abstentions will effectively count as votes againstEquity Incentive Plan, such restricted stock awards may, in the Say on Pay Proposal. Failures to vote will not have any impact on the Say on Pay Proposal.

The vote on the Say on Pay Proposal is advisory only and will not be binding upon the Company or its Board of Directors. However, the Board appreciates the opinions that the Company’s stockholders express in their votes and will consider the outcomediscretion of the votePlan Committee, accelerate and immediately vest, to the extent not previously vested or forfeited, upon a Change in connection with future executive compensation arrangements.Control (as defined in the Equity Incentive Plan) of the Company.

The Board of Directors Unanimously Recommends that Stockholders
Vote “For” the Say on Pay Proposal.

DIRECTOR COMPENSATION

The independent members of the Board of Directors recommend director compensation to the full Board of Directors, and the Board of Directors approves director compensation, based on factors considered to be appropriate, market conditions and trends, and the recommendations of management. EachDuring the fiscal year ended June 30, 2017, each non-employee director of the Company currently receivesreceived a fee of $5,000 per year. Eachyear for his service on the Board and each member of the Audit Committee receivesreceived an additional fee of $5,000 per year for his service on the Audit Committee. The Company does not provide any tax gross-ups to its non-employee directors, all of whom are responsible for their respective tax obligations relating to their compensation for Board service. Directors are also reimbursed for their reasonable out-of-pocket expenses incurred in connection with performing their duties. Directors of the Company who are also employees of the Company do not receive compensation for their service as directors, but are reimbursed for anytheir reasonable out-of-pocket expenses incurred in connection with performing their duties as directors. The Board of Directors is considering changes to the compensation of the Company’s non-employee directors, which may include increases to their cash fees and/or grants of equity-based compensation, however, such changes have not been determined or approved.

Director Compensation Table

The following table sets forth certain information regarding the compensation paid to each individual who served as a non-employee director of the Company during the fiscal year ended June 30, 20162017 in consideration for his service on the Board (and, if applicable, the Audit Committee) during the year.

Name		Fees Earned or Paid in Cash				Stock Awards				Option Awards				Non-Equity Incentive Plan Compensation				Change in Pension Value and Nonqualified Deferred Compensation Earnings				All Other Compensation				Total			Fees Earned or Paid in Cash	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
David Blyer		$	10,000				—				—				—				—				—			$	10,000		$10,000	-		-	-	-		$10,000
Lloyd Frank(1)		$	2,500				—				—				—				—				—			$	2,500
Alan M. Grunspan		$	10,000				—				—				—				—				—			$	10,000		$10,000	-		-	-	-		$10,000
Hal M. Lucas(2)		$	2,500				—				—				—				—				—			$	2,500
Hal M. Lucas																													$5,000	-		-	-	-		$5,000
Todd Oretsky		$	5,000				—				—				—				—				—			$	5,000		$5,000	-		-	-	-		$5,000

PROPOSAL NO. 3 — 
2 – APPROVAL OF THE WSD POST-CLOSINGENVIROSTAR, INC. 2017 EMPLOYEE STOCK ISSUANCE PROPOSAL

The Company’s Board of Directors is asking stockholders to approve

General

On October 26, 2017, the issuance of 388,504 additional shares of the Company’s Common Stock (the “WSD Post-Closing Stock Issuance”) in accordance with the terms of the Asset Purchase Agreement pursuant to which the Company, indirectly through a wholly owned subsidiary, Western State Design, Inc., or Western State Design, acquired substantially all of the assets, and assumed certain of the liabilities, of Western State Design LLC, or WSD (the “WSD Acquisition”). The Company’s Board of Directors approved the WSD Post-Closing Stock Issuance on September 6, 2016, subjectand adopted, and is submitting to stockholder approval.

Background of the WSD Acquisition

As previously disclosed, in addition to efforts with respect to organic growth, the Company’s current business strategy also includesstockholders for approval, the consideration and pursuit of acquisitions and other strategic transactions that would complement the Company’s existing business or that might otherwise offer growth opportunities for the Company. In connection with such buy and build growth strategy, the Company seeksEnviroStar, Inc. 2017 Employee Stock Purchase Plan, which is referred to identify and acquire what the Company believes are well-run businesses and help build them through certain initiatives, which may include investments in new locations, additional product lines, expanded service capabilities and advanced technologies.

During May 2015, the Company commenced discussions with WSD with respect to the potential acquisition of WSD by the Company. Over the next few months, the parties, together with their respective advisors, continued to discuss the potential transaction and conducted due diligence. After the parties came to a mutual understanding as to the proposed material terms of the WSD Acquisition, including the proposed purchase price and form of consideration to be paid in connection with the transaction, the Company’s legal counsel was authorized to prepare a draft of the Asset Purchase Agreement. During June 2016, a first draft of the Asset Purchase Agreement was sent to WSD and its advisors. Thereafter, the parties negotiated the terms of the Asset Purchase Agreement. In addition, ancillary agreements, including drafts of the Symmetric Capital — WSD Stockholders Agreement, were prepared and negotiated during this time. The Company’s Board of Directors was updated regarding the status of the proposed WSD Acquisition during the course of discussions and negotiations, including, without limitation, at the meetings of the Board held on November 13, 2015, February 12, 2016 and May 11, 2016.

At a special meeting of the Company’s held on September 6, 2016, the Company’s legal counsel discussed and answered questions from the members of the Board regarding the Asset Purchase Agreement, the proposed final version of which, and a summary of the material terms and conditions of which, were delivered to the Board prior to the meeting. The Company’s legal counsel also discussed and answered questions from the members of the Board regarding the ancillary agreements contemplated to be entered into at the closing of the transaction. In addition, conflicts of interest with respect to the proposed transaction were disclosed, including that Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, would,Proxy Statement as the Manager of Symmetric Capital, have voting power over the shares of the Company’s Common Stock issued in connectionPurchase Plan. The Purchase Plan is intended to provide employees with the WSD Acquisition as a result of the Symmetric Capital — WSD Stockholders Agreement proposedan opportunity to be entered into in connection with, and as a condition to, the closing of the transaction. After discussion and consideration, the Company’s Board of Directors unanimously determined that the WSD Acquisition was in the best interests of the Company and its stockholders and approved and adopted resolutions approving the Asset Purchase Agreement, the transactions contemplated thereby, including, without limitation, the issuancepurchase of shares of the Company’s Common Stock at closinga 5% discount and possibly with favorable tax consequences to the WSD Post-Closing Stock Issuance,participants. The Board approved and adopted the ancillary agreements to be entered into byPurchase Plan because it believes that the Purchase Plan will provide an incentive that will assist the Company in connection therewith.retaining the services of its employees and securing and retaining the services of new employees, thereby enhancing employee interest in the continued success and progress of the Company. The Purchase Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and will be treated as such for U.S. federal and state tax purposes.

The Asset Purchase Agreement was entered into on September 7, 2016 and publicly announced prior to the openingfollowing is a summary of trading on September 8, 2016.

Closing of the WSD Acquisition occurred on October 10, 2016. At the closing, the Company, indirectly through its wholly owned subsidiary, Western State Design, acquired substantially all of the assets and assumed certain of the liabilities of WSD.

Parties to the Asset Purchase Agreement

The parties to the Asset Purchase Agreement are the Company, Western State Design, which is a wholly owned subsidiary of the Company, WSD, and Dennis Mack and Tom Marks, the members of WSD.

WSD and its Members

WSD was founded in 1974 and is based in Hayward, California. It distributes a comprehensive line of commercial and industrial laundry equipment and related parts for new laundry facilities and to the replacement laundry market. It also distributes certain commercial laundry brands on an exclusive basis within the states of California, Oregon, Washington, Alaska, and parts of Nevada, Arizona and Idaho. It currently serves over 6,000 customers in the healthcare, hospitality, cruise line, correctional, government, and commercial and coin-operated laundry industries.

For information regarding Dennis Mack, see “Proposal No. 1 — Election of Directors” above. For information regarding Tom Marks, see “Identification of Executive Officers” above.

The Purchase Price

The Asset Purchase Agreement provided for a total purchase price for the WSD Acquisition of $28,000,000 (subject to certain working capital and other adjustments). The purchase price consisted of (i) $18,000,000 in cash (subject to certain working capital and other adjustments) (the “Cash Consideration”) and (ii) 2,044,990 shares of the Company’s Common Stock (the “Stock Consideration”). Based on working capital adjustments made at the closing of the WSD Acquisition, the Cash Consideration was increased to approximately $18,500,000. The share amount comprising the Stock Consideration was calculated in accordance with the terms of the Asset Purchase Agreement and equals the number of shares of the Company’s Common Stock resulting from dividing (a) $10,000,000 by (b) $4.89, the average closing price per share of the Company’s Common Stock on the NYSE MKT for the 10 trading days immediately prior to the date of the Asset Purchase Agreement.

At the closing, the Company (i) paid the $18,500,000 of Cash Consideration, of which $2,800,000 (the “Escrow Amount”) was deposited in an escrow account for no less than 18 months after the date of the closing (subject to extension in certain circumstances), and (ii) issued 1,656,486 shares of its Common Stock. As described in further detail below, the issuance of the remaining 388,504 shares of the Stock Consideration is subject to stockholder approval.

NYSE MKT Stockholder Approval Requirement for WSD Post-Closing Stock Issuance

Under the DGCL, the Company’s stockholders were not required to approve the WSD Acquisition. However, because the Company’s Common Stock is listed on the NYSE MKT, the Company is subject to the listing standards and requirements of the NYSE MKT Company Guide. Pursuant to Section 712 of the NYSE MKT Company Guide, the Company may not issue shares of its Common Stock representing 20% or more of its then-outstanding Common Stock without stockholder approval. Accordingly, at the closing of the WSD Acquisition, the Company issued 1,656,486 of the total 2,044,990 shares of its Common Stock which comprises the Stock Consideration. The issuance of the remaining 388,504 shares of the Stock Consideration requires stockholder approval and is being submitted for approval by the Company’s stockholders at the Annual Meeting.

Expected Timing of the WSD Post-Closing Stock Issuance; Consequences of Failure to Issue the Shares

If the WSD Post-Closing Stock Issuance Proposal is approved by the Company’s stockholders, then the Company will issue the 388,504 shares of its Common Stock subject to the WSD Post-Closing Stock Issuance in accordance with the terms of the Asset Purchase Agreement on or promptly after January 1, 2017. Pursuant to the Asset Purchase Agreement, the Company may not issue the shares earlier than January 1, 2017.

Pursuant to the Asset Purchase Agreement, if the Company does not issue the 388,504 shares of its Common Stock subject to the WSD Post-Closing Stock Issuance on or prior to April 10, 2017, then the Company will, within three business days thereafter, be required to pay approximately $1,900,000 in lieu of the issuance of such shares. As of June 30, 2016, the Company had cash and cash equivalents of approximately $3.9 million.

The Company’s Reasons for the Acquisition

The Company’s Board of Directors, in reaching its determination to approve and adopt the Asset Purchase Agreement, considered a number of relevant factors, which, taken as a whole, supported the conclusion by the Board that the Asset Purchase Agreement and the transactions contemplated thereby were in the best interests of the Company and its stockholders. Factors considered which weigh positively in favor of the Asset Purchase Agreement included, without limitation:

Plan. The Company’s Board of Directors also considered a variety of potential risks and other potentially negative factors relating to the WSD Acquisition, including, without limitation:

The reasons and factors set forth above are not intended to be exhaustive, but include material factors considered by the Company’s Board of Directors in approving and adopting the Asset Purchase Agreement and the transactions contemplated thereby.

The Company’s Board of Directors reviewed and considered the potential benefits, advantages and opportunities of the WSD Acquisition against the uncertainties and risks described above, both generally and particularly in light of the fact that there can be no assurance about future results. After such review and consideration, the Company’s Board of Directors concluded that the potential benefits of the WSD Acquisition outweighed the potential uncertainties and risks relating to the WSD Acquisition. In view of the wide variety of factors considered in connection with its evaluation of the Asset Purchase Agreement and the complexity of these matters, the Company’s Board of Directors, in reaching its determination, did not quantify or assign any relative or specific weights to the various factors that it considered. Rather, the Company’s Board of Directors viewed its determination as being based on an overall analysis and on the totality of the information presented to, and factors considered by, it. In addition, in considering the factors described above, individual members of the Company’s Board of Directors may have given different weight to different factors.

Financing of the Cash Consideration

As described above, the Cash Consideration paid by the Company at the closing of the WSD Acquisition on October 10, 2016 totaled approximately $18,500,000. The Company used approximately $12,500,000 of borrowings under the credit agreement described below and the $6,000,000 of cash paid to the Company in connection with the Private Placement Transaction described below to fund the Cash Consideration.

On October 10, 2016, the Company entered into a $20,000,000 credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, consisting of a $15,000,000 revolving line of credit and a $5,000,000 term loan. The Company used approximately $4,900,000 of borrowings under the term loan and approximately $7,600,000 of borrowings under the line of credit to partially finance the Cash Consideration. Interest on the outstanding principal amount of borrowings under the Credit Agreement accrues at an annual rate equal to the daily one-month LIBOR (as defined in the Credit Agreement) plus (i) 2.25% in the case of borrowings under the line of credit and (ii) 2.85% in the case of borrowings under the term loan. The Credit Agreement has a term of five years and matures on October 10, 2021. The obligations of the Company under the Credit Agreement are secured by substantially all of the assets of the Company and its subsidiaries. In addition, the Company’s subsidiaries have jointly and severally guaranteed the performance of the Company’s payment and other obligations under the Credit Agreement. The Credit Agreement also contains affirmative covenants which require the Company to meet certain financial criteria as well as negative covenants which may restrict, among other things, the Company’s ability to pay dividends, make certain capital expenditures and repurchase shares of its Common Stock.

In addition, on October 10, 2016, the Company completed the Private Placement Transaction with Symmetric Capital II pursuant to which the Company issued and sold to Symmetric Capital II 1,290,323 shares of the Company’s Common Stock for a total purchase price of $6,000,000, which the Company used to fund the balance of the Cash Consideration. The Private Placement Transaction was effected pursuant to a Securities

Purchase Agreement, dated September 7, 2016, between the Company and Symmetric Capital II. As previously described, Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, is the Manager of Symmetric Capital II and may be deemed to have voting power over the shares which it beneficially owns. See also “Certain Relationships and Related Transactions” above and “Interests of Certain Persons in the WSD Acquisition” below.

Board of Directors and Executive Officers of the Company

The members of the Company’s Board of Directors and executive management team immediately prior to the closing of the WSD Acquisition continue to serve in their respective capacities on behalf of the Company. In addition, pursuant to the Asset Purchase Agreement, in connection with the closing of the Transaction, Dennis Mack and Tom Marks were appointed to serve as Executive Vice Presidents of the Company. Further, as previously described, Mr. Mack has been nominated for election to the Company’s Board of Directors at the Annual Meeting. See “Proposal No. 1 — Election of Directors” and “Identification of Executive Officers” for additional information.

Operations of the Company and Western State Design

It is expected that the Company will continue to conduct its business in substantially the way it is currently conducted and consistent with its existing business and growth strategies and operational plans. In addition, it is expected that Western State Design, as a wholly owned subsidiary of the Company and the acquirer of substantially all of the assets of WSD, will conduct its business in substantially the way WSD conducted its business at the time of closing and consistent with WSD’s business and growth strategies and operational plans at the time of closing. Without limiting the generality of the foregoing, it is expected that Western State Design will continue to be led by the management team and employees of WSD at the time of closing and operate from its present locations under the name Western State Design. The Company expects that it will be able to provide support and resources to assist Western State Design in the execution of its business, growth and operational plans.

No “Golden-Parachute” Compensation

While, as described above, Dennis Mack and Tom Marks were appointed to serve as executive officers of the Company and will receive compensation for their services in such capacities, neither the Company nor WSD has any arrangement or understanding with its or the other company’s “Named Executive Officers” (as defined in Item 402 of Regulation S-K promulgated by the SEC under the Exchange Act) concerning any type of compensation that is based on or otherwise relates to the WSD Acquisition. As a result, the advisory shareholder vote relating to “golden parachute” compensation otherwise required by Item 402(t) of Regulation S-K is not applicable to the WSD Acquisition. In addition, the tabular disclosure which would otherwise be required by Item 402(t) of Regulation S-K is not applicable to, or included in, this Proxy Statement.

Regulatory Approvals; NYSE MKT Listing

There were no material regulatory approvals required in connection with the WSD Acquisition. However, the Company, as a public company with securities listed for trading on the NYSE MKT, was and is required to comply with applicable federal and state securities laws and the rules and regulations of the NYSE MKT. Such requirements include the filing and mailing of this Proxy Statement with respect to the WSD Post-Closing Stock Issuance and the filing of an additional listing application with the NYSE MKT for the shares of the Company’s Common Stock issued in connection with the WSD Acquisition, including the WSD Post-Closing Stock Issuance, and the Private Placement Transaction. By letter dated September 28, 2016, the NYSE MKT approved the Company’s additional listing application; provided such approval, with respect to the shares issuable in connection with the WSD Post-Closing Stock Issuance, is subject to stockholder approval of the WSD Post-Closing Stock Issuance.

In addition, WSD is a party to certain contracts with governmental entities. At the closing of the WSD Acquisition, the parties entered into a Subcontract Agreement Pending Novation, pursuant to which, among other things Western State Design, at its expense, agreed to act as a subcontractor to WSD and assume

responsibility for administering and performing WSD’s obligations under its contracts with governmental entities prior to assignment, novation and transfer of the scope of work of such contracts to Western State Design.

Dilution

As previously described, the Company issued 1,290,323 shares of its Common Stock at the closing of the Private Placement Transaction and 1,656,486 shares of its Common Stock at the closing of the WSD Acquisition. These share issuances resulted in an approximately 42% increase in the total number of outstanding shares of the Company’s Common Stock and therefore resulted in substantial dilution to the economic and voting interests of the Company’s stockholders (other than the stockholders that received or have voting power over the shares). Based on the number of shares of the Company’s Common Stock outstanding as of the date of this Proxy Statement (which includes the shares issued at the closing of the Private Placement Transaction and the closing of the WSD Acquisition), the issuance of the 388,504 shares of the Company’s Common Stock in connection with the WSD Post-Closing Stock Issuance will result in an additional approximately 4% increase in the total number of outstanding shares of the Company’s Common Stock. Accordingly, the Company’s stockholders (other than the stockholders that receive or have voting power over the shares issued in connection with the WSD Post-Closing Stock Issuance) will experience further dilution in their economic and voting interests in the Company as a result of the WSD Post-Closing Stock Issuance.

Interests of Certain Persons in the WSD Acquisition

In considering the recommendation of the Company’s Board of Directors in favor of the WSD Post-Closing Stock Issuance, the Company’s stockholders should be aware that, as described below, certain of the Company’s executive officers and directors have interests in the WSD Acquisition that may differ from, or may be in addition to, the interests of the Company’s stockholders generally. The Company’s Board of Directors was aware of these interests and considered them, among other matters, prior to approving the Asset Purchase Agreement and the transactions contemplated thereby and making its recommendation in favor of the WSD Post-Closing Stock Issuance.

As previously described, in connection with the financing of the WSD Acquisition, on October 10, 2016, the Company completed the Private Placement Transaction pursuant to which it issued and sold to Symmetric Capital II 1,290,323 shares of the Company’s Common Stock for a total purchase price of approximately $6,000,000. The Private Placement Transaction was effected pursuant to the Securities Purchase Agreement, dated September 7, 2016, between the Company and Symmetric Capital II. Mr. Nahmad is the Manager of Symmetric Capital II and may be deemed to have voting power over the shares which it beneficially owns. The issuance and sale of the shares of the Company’s Common Stock to Symmetric Capital II pursuant to the Securities Purchase Agreement was approved by the Company’s Board of Directors after receiving a recommendation in favor of the Securities Purchase Agreement from a special committee of the Board composed entirely of independent directors. The special committee, together with legal counsel engaged by it, negotiated the terms and conditions of the Securities Purchase Agreement on behalf of the Company.

In connection with the closing of the WSD Acquisition, on October 10, 2016, WSD, Dennis Mack and Tom Marks (collectively, the “Selling Group”) entered into the Symmetric Capital — WSD Stockholders Agreement with Symmetric Capital, Symmetric Capital II and Mr. Nahmad. Pursuant to the Symmetric Capital — WSD Stockholders Agreement, the members of the Selling Group agreed to vote all of the shares of the Company’s Common Stock that they own at any time during the term of the Symmetric Capital — WSD Stockholders Agreement, including, without limitation, the shares issued at the closing of the WSD Acquisition and, to the extent received, the shares issuable in connection with the WSD Post-Closing Stock Issuance, as directed by Mr. Nahmad, as the Manager of Symmetric Capital, and granted to Mr. Nahmad, as the Manager of Symmetric Capital, an irrevocable proxy and power of attorney in furtherance thereof. The Symmetric Capital — WSD Stockholders Agreement also contains, among other things, (a) an agreement by Mr. Nahmad, Symmetric Capital and Symmetric Capital II to vote all of the shares of the Company’s Common Stock owned by them in favor of the election of Mr. Mack (or, under certain circumstances, Mr. Marks in lieu of Mr. Mack) to the Company’s Board of Directors until October 10, 2021 or, if earlier, (i) such time as the Selling Group and its affiliates collectively own less than 5% of the Company’s Common Stock on a fully diluted basis and (ii) the cessation of the employment of Mr. Mack (or Mr. Marks, if applicable) with the Company or any of its

affiliates due to a termination for cause or a voluntary resignation by Mr. Mack (or Mr. Marks, if applicable) without good reason, in each case of this clause (ii), during the one-year period ending on October 10, 2017, (b) certain transfer restrictions with respect to the shares of the Company’s Common Stock held by the Selling Group, (c) certain drag-along and tag-along provisions with respect to certain proposed sales of shares of the Company’s Common Stock by Mr. Nahmad, Symmetric Capital or Symmetric Capital II, and (d) provisions giving the members of the Selling Group piggyback registration rights in connection with any public offering of the Company’s securities which includes securities held by Mr. Nahmad, Symmetric Capital or Symmetric Capital II. In addition, Mr. Nahmad, Symmetric Capital and Symmetric Capital II have agreed to vote all of the shares of the Company’s Common Stock owned by them in favor of the WSD Post-Closing Stock Issuance. The Symmetric Capital — WSD Stockholders Agreement has a term of five years, subject to earlier termination under certain circumstances.

Prior to the closing of the Private Placement Transaction and the WSD Acquisition, Mr. Nahmad, as the Manager of Symmetric Capital, had voting power over shares of the Company’s Common Stock representing approximately 50.3% of the total number of shares of the Company’s Common Stock then outstanding. These shares included the shares held by Symmetric Capital and the shares held by Michael S. Steiner and Robert M. Steiner over which Symmetric Capital has voting power as a result of the Symmetric Capital — Steiner Stockholders Agreement. As a result of the closing of the Private Placement Transaction and the WSD Acquisition, including the entry into the Symmetric Capital — WSD Stockholders Agreement, Mr. Nahmad may currently be deemed to have voting power over shares of the Company’s Common Stock representing approximately 65.0% of the total number of outstanding shares of the Company’s Common Stock. If issued, Mr. Nahmad will also be deemed to have voting power over the 388,504 shares of the Company’s Common Stock issued in connection with the WSD Post-Closing Stock Issuance, which, based on the total number of shares of the Company’s Common Stock currently outstanding, would increase Mr. Nahmad’s voting interest in the Company to approximately 66.3%.

As previously described, Dennis Mack and Tom Marks, the two members of WSD, were appointed to serve as Executive Vice Presidents of the Company upon the closing of the WSD Acquisition, and Mr. Mack has been nominated for election to the Company’s Board of Directors at the Annual Meeting. Neither Mr. Mack nor Mr. Marks was an affiliate of the Company prior to the closing of the WSD Acquisition.

Expenses

The Asset Purchase Agreement provides that all fees and expenses incurred in connection with the Asset Purchase Agreement and the related transactions will be paid by the party incurring such fees or expenses.

The Asset Purchase Agreement

In addition to the terms of the Asset Purchase Agreement described above, including, without limitation, the purchase price provisions described above, the Asset Purchase Agreement contains representations, warranties and covenants which the Company believes are customary for a transaction such as the WSD Acquisition. Subject to certain limitations set forth in the Asset Purchase Agreement, WSD, Dennis Mack and Tom Marks, on the one hand, and the Company, on the other hand, have agreed to indemnify each other for breaches of representations, warranties and covenants and certain other specified matters. The indemnification obligations of WSD, Dennis Mack and Tom Marks are secured, in part, by the Escrow Amount.

The description of the provisions of the Asset Purchase Agreement contained herein does not purport to be complete and is subject to, and qualified in its entirety by reference to the Assetfull text of the Purchase Agreement, a copy ofPlan, which was filedis attached to this Proxy Statement as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2016Appendix A and is incorporated herein by reference. See “Where You Can Find More Information” below. Stockholders should readCapitalized terms used but not otherwise defined herein have the Assetrespective meanings ascribed to such terms in the Purchase Agreement because it is the legal document that governs the WSD Acquisition.Plan.

The Asset Purchase Agreement contains representations and warranties made by the parties as of specific dates and solely for their benefit. The representations and warranties reflect negotiations between the parties and are not intended as statements of fact to be relied upon by the Company’s stockholders or any other person or entity other than the parties to the Asset Purchase Agreement and, in certain cases, represent allocation decisions among the parties and are modified or qualified by correspondence or confidential disclosures made

between the parties in connection with the negotiationSummary of the Asset Purchase Agreement (which disclosures are not reflected inPlan

Purpose. The purpose of the Asset Purchase Agreement itself, may not be true asPlan is to provide a means by which employees of any date other than the date made, or may apply standards of materiality in a way that is different from whatCompany and its subsidiaries may be viewed as material by stockholders). Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and stockholders should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Asset Purchase Agreement.

Resale Restrictions

The offer and sale of thegiven an opportunity to purchase shares of the Company’s Common Stock issued in connection with the Private Placement Transactionthrough payroll deductions and issued or to be issued in connection with the WSD Acquisition (including the shares issued at the closing of the WSD Acquisition and the shares subject to the WSD Post-Closing Stock Issuance) have been made in private placements in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for transactions by an issuer not involving a public offering, and Regulation D under the Securities Act. Such shares will be able to be resold only pursuant to a separate registration statement or an applicable exemption from registration (under both federal and state securities laws). In addition, the shares issued or to be issued in connection with the WSD Acquisition are subject to transfer restrictions set forth in the Symmetric Capital — WSD Stockholders Agreement.

Appraisal Rights

The Company’s stockholders are not entitled to appraisal rights in connection with the Asset Purchase Agreement or the transactions contemplated thereby, including the WSD Post-Closing Stock Issuance.

Certain Federal Income Tax Considerations

The WSD Acquisition is intended to qualify as a tax-free reorganization under Section 368(a) of the Code. However, none of the Company, Western State Design, WSD, Dennis Mack, Tom Marks nor any other person has applied for, or expects to obtain, a ruling from the Internal Revenue Service with respect to the federal income tax consequences of the WSD Acquisition, and none of the Company, Western State Design, WSD, Dennis Mack, Tom Marks nor any other person has received an opinion of legal counsel as to the anticipated federal income tax consequences of the WSD Acquisition. No assurance can be given that the Internal Revenue Service will not challenge the income tax consequences of the WSD Acquisition to the Company, or that any such position would not be sustained by a court.

Because the Company’s existing stockholders (other than the members of the Selling Group) did not and will not receive consideration in connection with the WSD Acquisition, they will not recognize gain or loss in connection with the WSD Acquisition with respect to their shares of the Company’s Common Stock.

Accounting Treatment

The WSD Acquisition has been or will be treated as a purchase of WSD using the acquisition method of accounting in accordance with Accounting Standards Codification 805,Business Combinations. Under the acquisition method of accounting, the aggregate consideration the Company paid in the WSD Acquisition will be allocated to the assets of WSD acquired by the Company and the liabilities of WSD assumed byassist the Company in each case, based on their respective fair values asretaining the services of its employees and securing and retaining the services of new employees, thereby enhancing employee interest in the continued success and progress of the closing of the WSD Acquisition. The excess of the consideration transferred over the fair value of the net assets acquired will be allocated to goodwill. The financial condition, including assets and liabilities, and results of operations of Western State Design following the closing of the WSD Acquisition will be consolidated in the Company’s financial statements.Company.

Vote Required for Approval

The affirmative vote of a majority of the votes cast on the WSD Post-Closing Stock Issuance Proposal, at the Annual Meeting or by proxy, will be requiredrights to approve such proposal. Abstentions will effectively count as votes against the WSD Post-Closing Stock Issuance Proposal. Failures to vote will have no impact on the WSD Post-Closing Stock Issuance Proposal.

As previously described, Henry M. Nahmad, Symmetric Capital and Symmetric Capital II collectively have voting power over approximately     % of the Company’s Common Stock and have agreed to vote, or cause to be voted, all of thepurchase shares of the Company’s Common Stock overgranted under the Purchase Plan are intended to qualify as options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.

Stock Subject to Purchase Plan.Subject to the terms of the Purchase Plan, an aggregate of 100,000 shares of Common Stock will be reserved for issuance under the Purchase Plan. If rights granted under the Purchase Plan expire, lapse or otherwise terminate without being exercised, the shares of Common Stock not purchased under such rights will again become available for issuance under the Purchase Plan.

Administration.The Board will appoint a committee of the Board (the “Committee”) comprised of at least two directors to administer the Purchase Plan. It is expected that the Committee will initially be comprised of all of the Company’s independent directors. The Committee will have the power to construe and interpret both the Purchase Plan and the rights granted under it, including, subject to the provisions of the Purchase Plan, to determine when and how rights to purchase shares will be granted, and the provisions of each offering of such rights (which need not be identical).

Offerings.The Purchase Plan will be implemented by offerings of rights to all eligible employees from time to time by the Committee. Unless otherwise designated by the Committee in accordance with the terms of the Purchase Plan, Offerings under the Purchase Plan will run for consecutive Offering Periods of six months each, with the first Offering Period to commence on the date designated by the Committee.

Eligibility.Subject to certain exceptions set forth in the Purchase Plan, including as described below, any person, including any officer who is “highly compensated” as defined in the Code, who is customarily employed at least 20 hours per week by the Company or any of its subsidiaries on the first day of an Offering Period is eligible to participate in the Offering for that Offering Period. However, no employee is eligible to participate in the Purchase Plan if, immediately after the grant of rights, the employee would own, directly or indirectly, stock possessing 5% or more of the total combined voting power or value of all classes of the Company’s stock or of any subsidiary (including any stock which theysuch employee may purchase under all outstanding rights and options). In addition, no employee may purchase more than $25,000 of the Company’s Common Stock (determined at the Fair Market Value of the shares at the time such rights are granted) under all employee stock purchase plans of the Company and its subsidiaries in any calendar year. Additionally, any person who is employed by any non-U.S. subsidiary is not eligible to participate in the Purchase Plan. As of the record date of October 24, 2017, there would have been approximately 134 employees eligible to participate in the Purchase Plan.

Participation in the Purchase Plan.Eligible employees may enroll in the Purchase Plan by delivering to the Company in accordance with the procedures established pursuant to the Purchase Plan an agreement authorizing payroll deductions of up to 15% of such employee’s compensation during the Offering Period (or such other maximum

percentage as the Committee may establish from time to time for a particular Offering Period).

Purchase Price.The purchase price per share (the “Purchase Price”) at which shares of Common Stock are sold in an Offering under the Purchase Plan is 95% of the Fair Market Value of a share of Common Stock on the last Trading Day of the Offering Period (the “Purchase Date”).

Payment of Purchase Price; Payroll Deductions.The purchase price of the shares is accumulated by payroll deductions during the Offering Period. Subject to any limitations set forth in the Purchase Plan, a participant may elect to change the amount of his or her payroll deductions during the Offering Period. All payroll deductions made for a participant are credited to his or her account under the Purchase Plan and deposited with the Company’s general funds. The deduction rate selected by the participant will remain in effect for subsequent Offering Periods unless the participant authorizes a new level of payroll deductions in accordance with the terms of the Purchase Plan, withdraws from the Purchase Plan in accordance with the withdrawal procedures set forth therein, or terminates employment or otherwise becomes ineligible to participate in the Purchase Plan.

Purchase of Stock.In connection with Offerings made under the Purchase Plan, the Committee can specify a maximum number of shares each participants, and all participants as a whole, may be granted the right to votepurchase, which may not exceed the number of shares remaining available under the Purchase Plan at that time. If the aggregate number of shares to be purchased upon exercise of rights granted in the Offering would exceed the maximum aggregate number of shares available, the Committee will make a pro rata allocation of available shares in a uniform and equitable manner. Unless the employee’s participation is discontinued, his or directher right to purchase shares is automatically exercised on the vote “FOR”Purchase Date at the applicable Purchase Price.

Withdrawal.While each employee electing to participate in the Purchase Plan for an Offering is required to sign an agreement authorizing payroll deductions for such Offering, the participant may withdraw from the Offering by terminating his or her payroll deductions and by delivering to the Company a notice of withdrawal from the Purchase Plan at least fifteen days before the Purchase Date. Upon any withdrawal from an Offering, the Company will distribute to the employee his or her accumulated payroll deductions without interest, and such employee’s participation in the Offering will be automatically terminated. An employee’s withdrawal from an Offering will not have any effect upon such employee’s eligibility to participate in subsequent Offerings under the Purchase Plan.

Termination of Employment.Rights granted to an employee pursuant to any Offering under the Purchase Plan will terminate if such employee’s employment ceases for any reason at least 30 days prior to the Purchase Date In that case, the Company will distribute to such person all of his or her accumulated payroll deductions without interest. If termination of employment occurs within 30 days before a Purchase Date, the accumulated payroll deductions will be used to purchase shares on the Purchase Date.

Restrictions on Transfer.Rights granted under the Purchase Plan are not transferable and may be exercised only by the person to whom such rights are granted.

Effect of Certain Corporate Events. The Committee will make equitable adjustments to the Purchase Plan, including to adjust the number of shares remaining reserved for issuance or which may be issued under the Purchase Plan and the Purchase Price per share, in the event of certain transactions affecting the Company’s Common Stock, to the extent such adjustments are deemed necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Purchase Plan.

In the event of a sale of the Company (whether by merger, consolidation, asset or stock sale) or other corporate event described in Section 424 of the Code in which the Company is not the surviving entity, each outstanding right shall be assumed by, or an equivalent right substituted by, the acquiring entity or a parent or subsidiary thereof. If the acquiring entity or its parent or subsidiary refuses to assume the right or substitute an equivalent right therefor, the Offering Period with respect to which the right relates will be shortened by setting a new Purchase Date on which the Offering Period will end immediately prior to the effective date of the transaction.

Unless otherwise determined by the Committee, in the event of a proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a new Purchase Date and the Offering Period will end immediately prior to the proposed dissolution or liquidation.

Duration, Amendment and Termination.Subject to stockholder approval of the WSD Post-ClosingPurchase Plan, the Purchase Plan will become effective as of October 26, 2017 and, unless earlier terminated, will continue for a term of ten years. The Committee may suspend or terminate the Purchase Plan at any time. If the Purchase Plan is terminated, the Committee

may elect to terminate all outstanding Offering Periods either immediately or after shares of Common Stock Issuance Proposal. Accordingly, assuming all such shares are voted as agreed,have been purchased on the approvalnext Purchase Date (which may, in the discretion of the WSD Post-ClosingCommittee, be accelerated) or permit the Offering Periods to expire in accordance with their terms.

The Committee may amend the Purchase Plan at any time; provided, however, that any amendment of the Purchase Plan must be approved by the stockholders within twelve months if the amendment would (i) increase the number of shares of our Common Stock Issuance Proposalreserved for issuance under the Purchase Plan, (ii) modify the requirements relating to eligibility for participation in the Purchase Plan, (iii) modify any other provision of the Purchase Plan in a manner that would materially increase the benefits accruing to participants under the Purchase Plan, if such approval is assured.required in order to comply with the requirements of Rule 16b-3 under the Exchange Act, or (iv) otherwise require stockholder approval under applicable law, rule or regulation, including the rules of any securities exchange on which the Common Stock is listed.

U.S. Federal Income Tax Effects

Tax Effects for Participants. Rights granted under the Purchase Plan are intended to qualify for favorable federal income tax treatment associated with rights granted under an “employee stock purchase plan” under Section 423 of the Code. A participant will be taxed on amounts withheld for the purchase of shares of Common Stock as if such amounts were actually received. Except as described in the preceding sentence, no income relating to rights granted or shares purchased under the Purchase Plan will be taxable to a participant until disposition of the acquired shares, and the method of taxation will depend upon the holding period of the acquired shares. If the stock is disposed of at least two years after the beginning of the Offering Period and at least one year after the stock is transferred to the participant, then the lesser of (a) the excess of the fair market value of the stock at the time of such disposition over the Purchase Price or (b) the excess of the fair market value of the stock as of the beginning of the Offering Period over the Purchase Price (determined as of the beginning of the Offering Period) will be treated as ordinary income. If the stock is sold or disposed of before the expiration of either of the holding periods described above, then the excess of the fair market value of the stock on the Purchase Date over the Purchase Price will be treated as ordinary income at the time of such disposition. The balance of any gain will be treated as capital gain. Even if the stock is later disposed of for less than its fair market value on the Purchase Date, the same amount of ordinary income will be attributed to the participant, and a capital loss will be recognized equal to the difference between the sales price and the fair market value of the stock on such Purchase Date. Any capital gain or loss will be short-term or long-term, depending on how long the stock has been held.

The information set forth in the preceding paragraph is a summary only and does not purport to be complete. In addition, the information is based upon current U.S. federal income tax rules and therefore is subject to change if those rules change. Moreover, because the tax consequences to any participant may depend on his or her particular situation, each participant should consult his or her tax adviser as to the federal, state, local and other tax consequences of the acquisition or disposition of Common Stock under the Purchase Plan.

Tax Effects for the Company. There are no federal income tax consequences to the Company by reason of the grant or exercise of rights under the Purchase Plan. The Company will be entitled to a deduction to the extent amounts are taxed as ordinary income to a participant (subject to the requirement of reasonableness and the satisfaction of tax reporting obligations). Any ordinary income that is required to be recognized will not be subject to income or payroll tax withholding.

The Board of Directors Unanimously Recommends that Stockholders

Vote “For” the WSD Post-ClosingApproval of the EnviroStar, Inc. 2017 Employee Stock Issuance Proposal.Purchase Plan.

EQUITY COMPENSATION PLAN INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement and the documents incorporated by reference herein contain certain forward-looking statements within the meaning

The following table sets forth information, as of the Private Securities Litigation Reform Act of 1995June 30, 2017, with respect to among other things, the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities,compensation plans and objectives of the Company’s management, the WSD Acquisition (and the related stock issuances) and the effects thereof upon the Company. Statements included in or incorporated by reference into this Proxy Statement that are not historical facts are identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. Words such as “estimate,” “project,” “anticipate,” “plan,” “intend,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking statements, wherever they occur in this Proxy Statement or in the documents incorporated by reference herein, reflect the judgment of the Company’s management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should therefore be considered in light of various important factors, including, without limitation, those set forth below and the risks and uncertainties described in the “Risk Factors” sections of the Company’s filings with the SEC. See “Where You Can Find More Information.”

Risks and uncertainties associated with the WSD Acquisition and the related stock issuances include, but are not limited to, the following:

In addition to the foregoing risks and uncertainties, reference is also made to the risks and uncertainties faced by the Company, as disclosed in the Company’s filings with the SEC, including the “Risk Factors” sections thereof. See “Where You Can Find More Information.”issuance.

The risks and uncertainties described above and elsewhere in this Proxy Statement or in the documents incorporated by reference herein should not be considered a complete statement of all potential risks and uncertainties. In addition, stockholders are cautioned not to place undue reliance on forward-looking

statements, which speak only as of the date on which the statements were made, and it should not be assumed that the statements remain accurate as of any future date. Except as required by applicable law, neither the Company nor any other person undertakes any obligation to update the forward-looking statements to reflect future events or circumstances. In the event that any forward-looking statement is updated, no inference should be made that additional updates with respect to that statement, related matters, or any other forward-looking statements will be made.

PROPOSAL NO. 4 — 
THE AMENDMENT TO CERTIFICATE OF INCORPORATION PROPOSAL

General

On October 17, 2016, the Company’s Board of Directors approved and adopted, subject to stockholder approval, an amendment (referred to within this section as the “Amendment”) to the Company’s Certificate of Incorporation to increase the total number of authorized shares of the Company’s Common Stock from 15,000,000 shares to 20,000,000 shares. A copy of the form of Amendment is attached asAppendix A to this Proxy Statement.

Reasons for the Amendment

The Company’s Certificate of Incorporation presently authorizes the issuance of a total of 15,000,000 shares of the Company’s Common Stock. As of October 20, 2016, 9,980,541 shares of the Company’s Common Stock were issued and outstanding. In addition, as described above under “Proposal No. 3 — The WSD Post-Closing Stock Issuance Proposal,” subject to stockholder approval, the Company will issue an additional 388,504 shares of its Common Stock pursuant to the Asset Purchase Agreement with WSD, Dennis Mack and Tom Marks.

In light of the foregoing as well as the Company’s pursuit of acquisitions as part of its buy-and-build growth strategy, which may involve the issuance of shares of the Company’s Common Stock as consideration, the Board of Directors approved the Amendment in order to give the Company the flexibility to consider and consummate acquisitions and other potential future actions which involve the issuance of shares of the Company’s Common Stock, including public or private stock offerings, stock-based compensation, stock dividends or distributions, or other corporate purposes which may be identified in the future by the Board of Directors.

Other than with respect to the additional 388,504 shares of the Company’s Common Stock issuable pursuant to the Asset Purchase Agreement with WSD, Dennis Mack and Tom Marks as described above under “Proposal No. 3 — The WSD Post-Closing Stock Issuance Proposal,” the Company currently has no definitive agreements or binding commitments to issue any shares of its Common Stock. However, in furtherance of its buy-and-build growth strategy, the Company has evaluated, and will continue to evaluate, potential acquisitions and the issuance of shares of its Common Stock in connection therewith. In addition, the Company may also consider the advisability of other stock offerings and other future actions involving the issuance of its Common Stock, including, without limitation, that the Company expects to grant stock-based compensation under its 2015 Equity Incentive Plan.

Subject to certain limited exceptions, including the requirements of Section 712 of the NYSE MKT Company Guide, stockholder approval will not be required prior to the issuance of shares of the Company’s Common Stock. Unless stockholder approval is required by applicable law, rule or regulation, the Company does not anticipate seeking the approval of its stockholders in connection with any future issuances of shares of its Common Stock.

No Impact on Relative Rights, Powers or Limitations; No Preemptive Rights

The Amendment will not have any impact on the relative rights, powers and limitations of the Company’s Common Stock. None of the Company’s stockholders have any preemptive rights to acquire or subscribe for any of the additional shares of the Company’s Common Stock authorized by the Amendment.

Possible Dilution and Anti-Takeover Effects

The increase in the number of authorized shares of the Company’s Common Stock contemplated by the Amendment is not intended to have an anti-takeover effect. However, future issuances of shares of the Company’s Common Stock would have the effect of diluting the voting rights of the Company’s existing stockholders and could have the effect of diluting earnings per share and book value per share.

The Company’s Certificate of Incorporation and Bylaws, as amended, also currently contain other provisions which could have anti-takeover effects. These provisions include, without limitation, the authority of the Company’s Board of Directors to issue shares of preferred stock of the Company, and to fix the relative rights and preferences thereof, without additional stockholder approval.

The Company is also subject to the Delaware General Corporation Law (the “DGCL”), including Section 203 of the DGCL. In general, Section 203 of the DGCL prohibits a Delaware corporation such as the Company from engaging in any “business combination” (as defined below) with an “interested stockholder” (as defined below) for a period of three years after the time that such stockholder became an interested stockholder unless: (i) prior to such stockholder becoming an interested stockholder, the corporation’s board of directors approved either the business combination or the transaction which resulted in such stockholder becoming an interested stockholder; or (ii) at or subsequent to such time, the business combination is approved by the corporation’s board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66- 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Under Section 203 of the DGCL, the definition of “business combination” includes transactions that would not on their face necessarily be considered business combinations. Section 203 of the DGCL generally defines “business combinations” to include the following: (i) any merger or consolidation involving the corporation and the interested stockholder; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (except proportionately as a stockholder of such corporation) to or with the interested stockholder of assets of the corporation having a market value equal to 10% or more of either the market value of all the corporation’s assets or the market value of all the corporation’s stock; (iii) subject to certain exceptions, any transaction which results in the issuance or transfer by the corporation of any stock to the interested stockholder; (iv) any transaction involving the corporation which has the effect of increasing the proportionate share of the stock (or securities convertible into the stock) of the corporation which is owned by the interested stockholder; or (v) any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of such corporation), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in the preceding clauses (i) through (iv)) provided by or through the corporation.

Section 203 of the DGCL generally defines an “interested stockholder” as any individual or entity that: (i) is the beneficial owner, directly or indirectly, of 15% or more of the outstanding voting stock of the corporation; (ii) was the beneficial owner, directly or indirectly, of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such individual or entity is an interested stockholder; or (iii) is affiliated or associated with, or directly or indirectly controls, is controlled by or is under common control with, any individual or entity described in the preceding clauses (i) or (ii).

Symmetric Capital’s purchase during March 2015 of 2,838,194 shares of the Company’s Common Stock from Michael S. Steiner and Robert M. Steiner and the parties’ entry into the Symmetric Capital — Steiner Stockholders Agreement, which gave Symmetric Capital and Henry M. Nahmad, as Symmetric Capital’s manager, voting control over approximately 50.3% of the Company’s Common Stock then issued and outstanding, was approved by the Company’s Board of Directors for purposes of Section 203 of the DGCL. Accordingly, the Company is not restricted under Section 203 of the DGCL from engaging in any business combinations with Symmetric Capital or any of its affiliates, including Mr. Nahmad.

Stockholder Approval of Amendment

Under the DGCL, the Amendment will be approved if it receives the affirmative vote of the majority of shares of the Company’s Common Stock entitled to vote on the Amendment. Abstentions and failures to vote will effectively count as votes against the Amendment.

The Board of Directors Unanimously Recommends that Stockholders
Vote “For” the Amendment to the Company’s Certificate of Incorporation.

AUDIT COMMITTEE REPORT

The following Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C promulgated by the SEC, other than as provided in Item 407 of Regulation S-K promulgated by the SEC, or to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the following Audit Committee Report be treated as “soliciting material” or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.Act..

The Audit Committee consists of Alan M. Grunspan, Chairman, and David Blyer. As a “smaller reporting company,” as such term is defined under the Exchange Act, and in accordance with applicable rules and regulations of the NYSE MKT, the Company is permitted to have an audit committee consistingCompany’s Board of just two members.

The Audit CommitteeDirectors reviewed and discussed the Company’s audited consolidated financial statements for the fiscal year ended June 30, 20162017 with management and EisnerAmper LLP (“EisnerAmper”), the Company’s independent registered public accounting firm for thesuch fiscal year ended June 30, 2016.year.

Management has primary responsibility for the Company’s financial statements and the overall financial reporting process, including the Company’s system of internal controls. The Company’s independent registered public accounting firm audits the annual financial statements prepared by management, expresses an opinion as to whether those financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States of America, and discusses with the Audit Committee its independence and any other matters that it is required to discuss with the Audit Committee or that it believes should be raised with it. The Audit Committee oversees these processes, although it must rely on information provided to it and on the representations made by management and the Company’s independent registered public accounting firm.

The Audit Committee met with EisnerAmper, with and without management present, to discuss the results of its examinations, its evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. The Audit Committee also discussed with EisnerAmper the matters required to be discussed with audit committees under generally accepted auditing standards, including, among other things, matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The Audit Committee has received the written disclosures and the letter from EisnerAmper required by applicable requirements of the Public Company Accounting Oversight Board regarding EisnerAmper’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with EisnerAmper its independence from the Company. When considering EisnerAmper’s independence, the Audit Committee considered whether EisnerAmper’s provision of services to the Company was compatible with maintaining its independence. The Audit Committee also reviewed, among other things, the amount of fees paid to EisnerAmper for audit and non-audit services.

Based on the Audit Committee’s review and these meetings, discussions and reports, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements for the fiscal year ended June 30, 20162017 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016.2017.

Submitted by the Members of the Audit Committee:

Alan M. Grunspan, Chairman
David Blyer

Fees to Independent Registered public Accounting Firm

FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR

for THE FISCAL YEARS ENDED JUNE 30, 20162017 AND 2015

The following table sets forth the fees billed to the Company by its independent registered public accounting firm for the fiscal years ended June 30, 20162017 and 2015.2016. As described in further detail below under “Independent Registered Public Accounting Firm,” during January 2016, the Audit Committee formally engaged EisnerAmper to serve as the Company’s independent registered public accounting firm. The engagement of EisnerAmper as the Company’s independent registered public accounting firm was made in connection with the Company’s receipt of notice that Mallah, Furman & Company, P.A. (“Mallah Furman”), the Company’s previous independent registered public accounting firm, was ceasing its practice and that its partners and professional staff were joining the practice of EisnerAmper.

		For the fiscal year ended June 30,								For the fiscal year ended June 30,
		2016				2015				2017				2016
Audit Fees		$	84,510			$	82,101			$	127,400			$	84,510
Audit-Related Fees			7,777				—				45,000				7,777
Tax Fees			9,850				9,475				16,100				9,850
All Other Fees			—				—				—				—
Total Fees		$	102,137			$	91,576			$	188,500			$	102,137

Audit Fees. Audit fees were for the audits of the Company’s annual consolidated financial statements for the fiscal years ended June 30, 20162017 and 20152016 included in the Company’s Annual Reports on Form 10-K for those fiscal years, the audit of a subsidiary’s financial statements for those years which are required for inclusion in the subsidiary’s Franchise Disclosure Document, and reviews of the Company’s quarterly financial statements included in the Company’s Quarterly Reports on Form 10-Q forduring such fiscal years.

Audit-Related Fees. Audit-related fees were for the fiscal year ended June 30, 2016 were $7,777. The Company’s independent registered public accounting firm did not render any audit-related services related to the Company during the fiscal years ended June 30, 2015.audits of acquired companies. 

Tax Fees.  Tax fees were for services related to tax return preparation and tax advice.

All Other Fees.  No fees other than audit fees, audit-related fees and tax fees were paid by the Company to its independent registered public accounting firm for the fiscal year ended June 30, 20162017 or 2015.2016.

In connection with the standards for independence of a company’s independent registered public accounting firm, the Audit Committee considered whether the provision of non-audit services by the Company’s independent registered public accounting firm was compatible with maintaining the independence of such firm in the conduct of its auditing functions.

It is the policy of the Audit Committee that all audit, audit-related, tax and other permissible non-audit services provided by the Company’s independent registered public accounting firm be pre-approved by the Audit Committee. It is expected that pre-approval will be for periods up to one year and be set forth in an engagement letter approved by the Audit Committee that applies to the particular services or category of services to be provided and subject to a specific budget. The policy also requires additional approval of any engagements that were previously approved but are anticipated to exceed the pre-approved fee budget level. The policy permits the Chairman of the Audit Committee to pre-approve the Company’s services by the Company’s independent registered public accounting firm where the Company deems it necessary or advisable that such services commence prior to the next regularly scheduled meeting of the Audit Committee, provided that the Chairman of the Audit Committee is required to report to the full Audit Committee on any pre-approval determinations made in this manner at the next Audit Committee meeting. All of the services performed by the Company’s independent registered public accounting firm during the fiscal years ended June 30, 20162017 and 20152016 were pre-approved by the Audit Committee.

The Audit Committee has selected EisnerAmper to act as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2017.2018. However, the Audit Committee has the right to select different auditors if it deems a change to be in the Company’s best interests.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table indicates, as of October 20, 2016,24, 2017, information about the beneficial ownership of the Company’s Common Stock by (i) each director of the Company and director nominee named in this Proxy Statement, (ii) each Named Executive Officer of the Company, (iii) all directors and executive officers of the Company as of October 20, 201624, 2017 as a group and (iv) each person who the Company knows beneficially owns more than 5% of the Company’s Common Stock. All such shares were owned directly with sole voting and investment power unless otherwise indicated. Except as otherwise indicated, the information provided in the following table was obtained from filings with the SEC and the Company pursuant to the Exchange Act. For purposes of the following table, in accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of the Company’s Common Stock which he or she has or shares, directly or indirectly, voting or investment power, or which he or she has the right to acquire beneficial ownership of at any time within 60 days after October 20, 2016.24, 2017. As used herein, “voting power” is the power to vote, or direct the voting of, shares, and “investment power” includes the power to dispose of, or direct the disposition of, shares.

Beneficial Owner		Amount and Nature of Beneficial Ownership				Percent of Class				Amount and Nature of Beneficial Ownership				Percent of Class
Symmetric Capital LLC 290 N.E. 68th Street Miami, FL 33138			5,194,780	(1)(2)			52.0	%
Symmetric Capital II LLC 290 N.E. 68th Street Miami, FL 33138			1,290,323				12.9	%
Henry M. Nahmad 290 N.E. 68th Street Miami, FL 33138			6,485,103	(1)(2)(3)			65.0	%
Michael S. Steiner 290 N.E. 68th Street Miami, FL 33138			600,100	(4)			6.0	%
Western State Design LLC 2331 Tripaldi Way Hayward, CA 94545			1,656,486	(5)			16.6	%
Dennis Mack 2331 Tripaldi Way Hayward, CA 94545			1,656,486	(5)(6)			16.6	%
Symmetric Capital LLC 290 N.E. 68th Street Miami, FL 33138											5,463,284	(1)			48.1	%
Symmetric Capital II LLC 290 N.E. 68th Street Miami, FL 33138											1,290,323				11.4	%
Henry M. Nahmad 290 N.E. 68th Street Miami, FL 33138											7,583,131	(1)(2)(3)			66.8	%
Michael S. Steiner 290 N.E. 68th Street Miami, FL 33138											500,100	(4)			4.4	%
Western State Design LLC											2,044,990	(5)			18.0	%
2331 Tripaldi Way Hayward, CA 94545
Dennis Mack											2,044,990	(5)(6)			18.0	%
2331 Tripaldi Way Hayward, CA 94545
Tom Marks 2331 Tripaldi Way Hayward, CA 94545			1,656,486	(5)(6)			16.6	%			2,044,990	(5)(6)			18.0	%
North Star Investment Management Corporation 20 N. Wacker Drive Suite 1416 Chicago, IL 60606			518,300	(7)			5.2	%
Venerando J. Indelicato			149,937	(8)			1.5	%
David Blyer			—				—				—				—
Alan M. Grunspan			2,500					*			2,500				*
Todd Oretsky			—				—				—				—
Hal M. Lucas			—				—				—				—
All directors and executive officers as of October 20, 2016 as a group (9 persons)			6,637,540	(9)			66.5	%
Timothy P. LaMacchia											—				—
All directors and executive officers as of October 24, 2017 as a group (9 persons)											7,603,719	(7)			66.9	%

WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. These reports, statements and other information contain additional information about the Company. Stockholders may read and copy any reports, statements or other information filed by the Company with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of such reports, statements and other information by mail from the public reference section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the operation of the SEC’s public reference room. The Company’s SEC filings made electronically are available to the public at the SEC’s website atwww.sec.gov. You also may obtain free copies of the documents the Company files with the SEC, including this Proxy Statement, by going to the “Investors — SEC Filings” section of the Company’s website atwww.envirostarinc.com. The Company’s website address is being provided as an inactive textual reference only. The information provided on the Company’s website (other than the copies of the documents referenced below that the Company has filed, or may in the future file, with the SEC and are expressly incorporated by reference into this Proxy Statement) is not part of, nor incorporated by reference into, this Proxy Statement.

The SEC allows the Company to “incorporate by reference” information that it files with the SEC in other documents into this Proxy Statement. This means that the Company may disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this Proxy Statement. This proxy statement and the information that the Company files later with the SEC may update and supersede the information incorporated by reference. Such updated and superseded information will not, except as so modified or superseded, constitute part of this Proxy Statement.

The Company incorporates by reference into this Proxy Statement the following documents filed by it with the SEC under the Exchange Act:

The Company also incorporates by reference into this Proxy Statement each document that it files under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of this Proxy Statement and before the date of the Annual Meeting; provided, however, that information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including any and all related exhibits, is not and will not be incorporated by reference into this Proxy Statement.

The Company undertakes to provide without charge to each person to whom a copy of this Proxy Statement has been delivered, upon request, by first class mail or other equally prompt means, a copy of any or all of the documents incorporated by reference into this Proxy Statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into this Proxy Statement. You may obtain documents incorporated by reference into this Proxy Statement by requesting them in writing or by telephone as follows:

EnviroStar, Inc.
290 N.E. 68^th Street
Miami, Florida 33138
Attention: Corporate Secretary
(305) 754-4551

No persons have been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Proxy Statement and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or any other person. This proxy statement is dated October 28, 2016. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than that date or that the information contained in any document incorporated by reference into this Proxy Statement is accurate as of any date other than the date of such document. The mailing of this document to the Company’s stockholders will not create any implication to the contrary.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors is not aware of any matters to be brought before the Annual Meeting other than the matters listed in the accompanying Notice of Meeting and described in this Proxy Statement. However, if any other matters should properly come before the Annual Meeting, the persons named as proxy holders will have the discretion to vote any shares of the Company’s Common Stock for which they hold proxies in accordance with their judgment.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING

TO BE HELD ON NOVEMBER 30, 2016

This Proxy Statement and the Company’s Annual Report to Stockholders for the fiscal year ended June 30, 20162017 are available atwww.edocumentview.com/evi.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

On January 25, 2016, the Audit Committee formally engaged EisnerAmper to serve as the Company’s independent registered public accounting firm. A representative of EisnerAmper is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions from stockholders.

The engagement of EisnerAmper as the Company’s independent registered public accounting firm was made in connection with the Company’s receipt of notice that Mallah Furman, the Company’s previous independent registered

public accounting firm, was ceasing its practice and that its partners and professional staff were joining the practice of EisnerAmper.

During the fiscal years ended June 30, 2015 and 2014 and the interim period through January 25, 2016, the Company did not consult with EisnerAmper regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of either a “disagreement,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The audit reports of Mallah Furman on the consolidated financial statements of the Company as of, and for the fiscal years ended, June 30, 2015 and 2014 did not contain an adverse opinion or a disclaimer of opinion, and they were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended June 30, 2015 and 2014 and the interim period through January 25, 2016: (i) the Company had no disagreements with Mallah Furman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to Mallah Furman’s satisfaction, would have caused Mallah Furman to make reference to the subject matter of the disagreement in connection with its reports; and (ii) there were no “reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

ADDITIONAL INFORMATION

Stockholder Proposals.  Proposals of stockholders intended to be presented at the Company’s 20172018 Annual Meeting of Stockholders presently scheduled to be held in November 2017, and to be included in the Company’s proxy statement and form of proxy for that meeting must be in writing, directed to the President of the Company and received by the Company at its principal executive offices, 290 N.E. 68^th68th Street, Miami, Florida 33138, by June 30, 2017.July 2, 2018. As to any proposals intended to be presented by a stockholder without inclusion in the Company’s proxy statement and form of proxy for the Company’s 20172018 Annual Meeting of Stockholders, the persons designated by the Company as proxy holders for that meeting will be entitled to exercise discretionary authority on that proposal unless the Company receives notice of the matter on or before September 13, 2017.24, 2018. However, even if such notice is timely received, such proxies may nevertheless be entitled to exercise discretionary authority on that matter to the extent permitted by SEC regulations.

Proxy Solicitation Costs.  The Company will bear the expense of soliciting proxies and of reimbursing brokers, banks and other nominees for the out-of-pocket and clerical expenses of transmitting copies of the proxy materials to the beneficial owners of shares held of record by such persons. The Company does not currently intend to solicit proxies other than by use of the mail, but certain directors, officers and employees of the Company or its subsidiaries, without additional compensation, may solicit proxies personally or by telephone, fax, special letter or otherwise.

	BY ORDER OF THE BOARD OF DIRECTORS
	Henry M. Nahmad
	Chairman of the Board

October 30, 2017

Appendix A

Henry M. Nahmad
Chairman

ENVIROSTAR, INC.

2017 EMPLOYEE STOCK PURCHASE PLAN

1.       Purpose. This EnviroStar, Inc. 2017 Employee Stock Purchase Plan (the “Plan”) is intended to provide employees of the Board

October 28, 2016

Appendix A

FORM OF
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
ENVIROSTAR, INC.

EnviroStar, Inc., a corporation organizedCompany and existing under and by virtueits Participating Subsidiaries with an opportunity to purchase shares of the General Corporation LawCompany’s Common Stock through payroll deductions and to assist the Company in retaining the services of its employees and securing and retaining the services of new employees, thereby enhancing employee interest in the continued success and progress of the StateCompany. The Company intends that the Plan qualify as an “employee stock purchase plan” under Section 423 of Delaware, does hereby certify:the Code and the Plan shall be interpreted in a manner that is consistent with that intent.

2.       Definitions.

“FIRST:Board” That, at a meetingor“Board of Directors” means the Board of Directors of the Corporation duly calledCompany, as constituted from time to time.

“Code” means the U.S. Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

“Committee” means the committee appointed by the Board to administer the Plan.

“Common Stock” means the common stock of the Company, par value $0.025 per share.

“Company” means EnviroStar, Inc., a Delaware corporation, including any successor thereto.

“Compensation” means base salary, wages and held, resolutions were duly adopted setting forthcommissions paid to an Eligible Employee by the Company or a proposed amendmentParticipating Subsidiary as compensation for services to the Certificate of IncorporationCompany or Participating Subsidiary, before deduction for any salary deferral contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan, including overtime, vacation pay, holiday pay, jury duty pay and funeral leave pay, but excluding education or tuition reimbursements, imputed income arising under any group insurance or benefit program, travel expenses, business and relocation expenses, and income received in connection with stock options or other equity-based awards.

“Corporate Transaction” means a sale of the Corporation,Company (whether by merger, consolidation, asset or stock sale, or similar transaction) or other corporate event described in Section 424 of the Code.

“Designated Broker” means the financial services firm or other agent designated by the Company to maintain ESPP Share Accounts on behalf of Participants who have purchased shares of Common Stock under the Plan.

“Effective Date” means the date as of which this Plan is adopted by the Board, subject to the Plan obtaining stockholder approval in accordance with Section 19.11 hereof.

“Employee” means any person who renders services to the Company or a Participating Subsidiary as an employee pursuant to an employment relationship with such employer. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or a Participating Subsidiary that meets the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three months, or such other period of time specified in Treasury Regulation Section 1.421-1(h)(2), and the individual’s right to re-employment is not guaranteed by statute or contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three-month period, or such other period specified in Treasury Regulation Section 1.421-1(h)(2).

“Eligible Employee” means an Employee who (i) has been employed by the Company or a Participating Subsidiary for at least one (1) year and (ii) is customarily employed for at least twenty (20) hours per week. Notwithstanding the foregoing, the Committee may exclude from participation in the Plan or any Offering Employees who are “highly compensated employees” of the Company or a Participating Subsidiary (within the meaning of Section 414(q) of the Code) or a sub-set of such “highly compensated employees.”

“Enrollment Form” means an agreement pursuant to which an Eligible Employee may elect to enroll in the Plan, to authorize a new level of payroll deductions, or to stop payroll deductions and withdraw from an Offering Period.

“ESPP Share Account” means an account into which Common Stock purchased with accumulated payroll deductions at the end of an Offering Period are held on behalf of a Participant.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, as of any date, the value of a share of Common Stock as determined by the closing price of the Common Stock on the date immediately preceding such date on the NYSE American or other principal national securities exchange or over the counter trading market on which the Common Stock is listed or quoted at such time.

“Offering Date” means the first Trading Day of each Offering Period.

“Offering”or“Offering Period” means each consecutive six-month period, with the first Offering Period to begin on such date as designated by the Committee; provided, that, pursuant to Section 5, the Committee may change the duration of future Offering Periods (subject to a maximum Offering Period of twenty-seven (27) months) and/or the start and end dates of future Offering Periods.

“Participant” means an Eligible Employee who is participating in the Plan.

“Participating Subsidiaries” means the Subsidiaries of the Company; provided, however, that the Committee may from time to time in its sole discretion determine that one or more Subsidiaries shall not be Participating Subsidiaries.

“Plan” means this EnviroStar, Inc. 2017 Employee Stock Purchase Plan, as amended declaring said amendmentfrom time to time.

“Purchase Date” means the last Trading Day of each Offering Period.

“Purchase Price” means an amount equal to ninety five percent (95%) of the Fair Market Value of a share of Common Stock on the Purchase Date.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means any corporation, domestic or foreign, of which not less than 50% of the combined voting power is held by the Company or a Subsidiary, whether or not such corporation exists now or is hereafter organized or acquired by the Company or a Subsidiary. In all cases, the determination of whether an entity is a Subsidiary shall be made in accordance with Section 424(f) of the Code.

“Trading Day” means any day on which the principal national securities exchange or over the counter trading market upon which the Common Stock is listed or quoted is open for trading.

3.       Administration. The Plan shall be administered by the Committee which, subject to the terms and conditions hereof, shall have the authority to construe and interpret the Plan, prescribe, amend and rescind rules relating to the Plan’s administration and take any other actions necessary or desirable for the administration of the Plan, including, without limitation, adopting sub-plans applicable to particular Participating Subsidiaries or locations, which sub-plans may be designed to be advisableoutside the scope of Section 423 of the Code. The Committee may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in the Plan. The decisions of the Committee shall be final and callingbinding on all persons. The Committee may delegate to one or more officers of the Company some or all of its authority under the Plan, except where such delegation of authority is prohibited under the Code. All expenses of administering the Plan shall be borne by the Company.

4.       Eligibility. Unless otherwise determined by the Committee in a manner that is consistent with Section 423 of the Code, any individual who is an Eligible Employee as of the first day of the enrollment period for consideration thereofa particular Offering Period shall be eligible to participate in such Offering Period, subject to the requirements of Section 423 of the Code.

Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an option under the Plan if (i) immediately after the grant of the option, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or hold outstanding options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary or (ii) such option would permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a meetingrate that exceeds $25,000 of the stockholdersFair Market Value of such stock (determined at the time the option is granted) for each calendar year in which such option is outstanding at any time.

5.       Offering Periods. The Plan shall be implemented by a series of consecutive Offering Periods, each of which shall be six months in duration, with the first Offering Period beginning on such date as determined by the Committee; provided, however, that, subject to applicable law and any restrictions contained herein, including as set forth in the definition of “Offering Period” above, the Committee shall have the authority to change the duration, frequency, start and end dates of Offering Periods.

6.       Participation.

6.1       Enrollment; Payroll Deductions. Subject to automatic re-enrollment pursuant to Section 6.3, an Eligible Employee may elect to participate in the Plan by properly completing an Enrollment Form, which may be electronic, and timely submitting it to the Company, in accordance with the enrollment procedures established hereunder. Participation in the Plan is entirely voluntary. By submitting an Enrollment Form, the Eligible Employee authorizes payroll deductions from his or her pay check in an amount equal to at least 1%, but not more than 15%, of his or her Compensation on each pay day occurring during an Offering Period (or such other maximum percentage as the Committee may establish from time to time before an Offering Period begins). Payroll deductions shall commence on the first payroll date following the Offering Date and end on the last payroll date on or before the Purchase Date. The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions (including on amounts repaid to an Eligible Employee in accordance with the terms hereof, except as required by law) or to hold such amounts in a trust or in any segregated account. Unless expressly permitted by the Committee, a Participant may not make any separate contributions or payments to the Plan.

6.2       Election Changes. During an Offering Period, a Participant may decrease or increase his or her rate of payroll deductions applicable to such Offering Period. To make such a change, the Participant must submit a new Enrollment Form authorizing the new rate of payroll deductions at least fifteen days before the Purchase Date. A Participant may decrease or increase his or her rate of payroll deductions for future Offering Periods by submitting a new Enrollment Form authorizing the new rate of payroll deductions at least fifteen days before the start of the Corporation.next Offering Period.

6.3       Automatic Re-enrollment. The resolution settingdeduction rate selected in the Enrollment Form shall remain in effect for subsequent Offering Periods unless (a) the Participant submits a new Enrollment Form authorizing a new level of payroll deductions in accordance with Section 6.2, (b) the Participant withdraws from the Plan in accordance with Section 10, or (c) the Participant’s employment is terminated or the Participant otherwise becomes ineligible to participate in the Plan.

7.       Grant of Option. On each Offering Date, each Participant in the applicable Offering Period shall be granted an option to purchase, on the Purchase Date, a number of shares of Common Stock determined by dividing the Participant’s accumulated payroll deductions by the applicable Purchase Price; provided, however, that in no event shall any Participant purchase more than 700 shares of Common Stock during an Offering Period (subject to adjustment in accordance with Section 18 and the limitations set forth the proposed amendment is as follows:

RESOLVED, that Article FOURTHin Section 13 of the CertificatePlan).

8.       Exercise of IncorporationOption/Purchase of Shares. A Participant’s option to purchase shares of Common Stock will be exercised automatically on the Purchase Date of each Offering Period. The Participant’s accumulated payroll deductions will be used to purchase the maximum number of whole shares that can be purchased with the amounts in the Participant’s notional account. No fractional shares may be purchased but notional fractional shares of Common Stock will be allocated to the Participant’s ESPP Share Account to be aggregated with other notional fractional shares of Common Stock on future Purchase Dates, subject to earlier withdrawal by the Participant in accordance with Section 10 or termination of employment in accordance with Section 11.

9.       Transfer of Shares. As soon as reasonably practicable after each Purchase Date, the Company will arrange for the delivery to each Participant of the Corporation,shares of Common Stock purchased upon exercise of his or her option. The Committee may permit or require that the shares be deposited directly into an ESPP Share Account established in the name of the Participant with a Designated Broker and may require that the shares of Common Stock be retained with such Designated Broker for a specified period of time. Participants will not have any voting, dividend or other rights of a stockholder with respect to the shares of Common Stock subject to any option granted hereunder until such shares have been delivered pursuant to this Section 9.

10.       Withdrawal.

10.1       Withdrawal Procedure. A Participant may withdraw from an Offering by submitting to the Company a revised Enrollment Form indicating his or her election to withdraw at least fifteen days before the Purchase Date. The accumulated payroll deductions held on behalf of a Participant in his or her notional account (that have not been used to purchase shares of Common Stock) shall be paid to the Participant (without interest, except as amended,otherwise required by law) promptly following receipt of the Participant’s Enrollment Form indicating his or her election to withdraw and the Participant’s option shall be further amendedautomatically terminated. If a Participant withdraws from an Offering Period, no payroll deductions will be made during any succeeding Offering Period, unless the Participant re-enrolls in accordance with Section 6.1 of the Plan.

10.2       Effect on Succeeding Offering Periods. A Participant’s election to increasewithdraw from an Offering Period will not have any effect upon his or her eligibility to participate in succeeding Offering Periods that commence following the completion of the Offering Period from which the Participant withdraws.

11.       Termination of Employment; Change in Employment Status. Upon termination of a Participant’s employment for any reason, including death, disability or retirement, or a change in the Participant’s employment status following which the Participant is no longer an Eligible Employee, which in either case occurs at least thirty days before the Purchase Date, the Participant will be deemed to have withdrawn from the Plan and the payroll deductions in the Participant’s notional account (that have not been used to purchase shares of Common Stock) shall be returned to the Participant, or in the case of the Participant’s death, to the person(s) entitled to such amounts under Section 17 (in each case, without interest, except as otherwise required by law), and the Participant’s option shall be automatically terminated. If the Participant’s termination of employment or change in status occurs within thirty days before a Purchase Date, the accumulated payroll deductions shall be used to purchase shares on the Purchase Date.

12.       Interest. No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan.

13.       Shares Reserved for Plan.

13.1       Number of Shares. A total of 100,000 shares of Common Stock have been reserved as authorized for issuance pursuant to the exercise of options granted under the Plan. The shares of Common Stock may be newly issued shares, treasury shares or shares acquired on the open market.

13.2       Over-subscribed Offerings. The number of shares of Common Stock which a Participant may purchase in an Offering under the Plan may be reduced if the Offering is over-subscribed. No option granted under the Plan shall permit a Participant to purchase shares of Common Stock which, if added together with the total number of shares of Common Stock purchased by all other Participants in such Offering, would exceed the total number of shares of Common Stock remaining available under the Plan. If the Committee determines that, on a particular Purchase Date, the number of shares of Common Stock par value $.025 per share,with respect to which the Corporation is authorizedoptions are to issue from 15,000,000 shares to 20,000,000 shares, so that, as amended hereby, said Article FOURTH shall be and read as follows:

“FOURTH:  The totalexercised exceeds the number of shares of capital stock whichCommon Stock then available under the Corporation is authorized to issue is 20,200,000 shares, consisting of:

(1) 20,000,000Plan, the Company shall make a pro rata allocation of the shares of Common Stock havingremaining available for purchase in as uniform a par valuemanner as practicable and as the Committee determines to be equitable.

14.       Transferability. No payroll deductions credited to a Participant, nor any rights with respect to the exercise of $.025 per share;an option or any rights to receive Common Stock hereunder may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 17 hereof) by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of such rights or amounts shall be without effect.

(2) 200,00015.       Application of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose to the extent permitted by applicable law, and the Company shall not be required to segregate such payroll deductions or contributions.

16.       Statements. Participants will be provided with statements at least annually which shall set forth the contributions made by the Participant to the Plan, the Purchase Price of any shares of PreferredCommon Stock having a par value of $1.00 per share. The Board of Directors of the Corporation is authorized, subject to limitations prescribed by law and by filing any certificate prescribed by law, to provide for the issuance of such Preferred Stock in series and to establishpurchased with accumulated funds, the number of shares of Common Stock purchased, and any payroll deduction amounts remaining in the Participant’s notional account.

17.       Designation of Beneficiary. A Participant may file, on forms supplied by the Company, a written designation of beneficiary who is to receive any shares of Common Stock and cash in respect of any fractional shares of Common Stock, if any, from the Participant’s ESPP Share Account under the Plan in the event of such Participant’s death. In addition, a Participant may file a written designation of beneficiary who is to receive any cash withheld through payroll deductions and credited to the Participant’s notional account in the event of the Participant’s death more than 30 days prior to the Purchase Date of an Offering Period.

18.       Adjustments Upon Changes in Capitalization; Dissolution or Liquidation; Corporate Transactions.

18.1       Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the Company’s structure affecting the Common Stock occurs and the Committee determines that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be includedmade available under the Plan, the Committee will, in such manner as it deems equitable, adjust the number of shares and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each outstanding option under the Plan, and the numerical limits of Section 7 and Section 13.

18.2       Dissolution or Liquidation. Unless otherwise determined by the Committee, in the event of a proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a new Purchase Date and the Offering Period will end immediately prior to the proposed dissolution or liquidation. The new Purchase Date will be before the date of the Company’s proposed dissolution or liquidation. Before the new Purchase Date, the Committee will provide each Participant with written notice, which may be electronic, of the new Purchase Date and that the Participant’s option will be exercised automatically on such series,date, unless before such time, the fullyParticipant has withdrawn from the Offering in accordance with Section 10 or limited voting powers,is no longer an Eligible Employee for the Offering pursuant to Section 11.

18.3       Corporate Transaction. In the event of a Corporate Transaction, each outstanding option will be assumed or an equivalent option substituted by the denialsuccessor corporation or a parent or Subsidiary of voting powers,such successor corporation. If the successor corporation refuses to assume or substitute the option, the Offering Period with respect to which the option relates will be shortened by setting a new Purchase Date on which the Offering Period will end. The new Purchase Date will occur before the effective date of the Corporate Transaction. Prior to the new Purchase Date, the Committee will provide each Participant with written notice, which may be electronic, of the new Purchase Date and that the Participant’s option will be exercised automatically on such series,date, unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10 or is no longer an Eligible Employee for the Offering pursuant to Section 11.

19.       General Provisions.

19.1       Equal Rights and such designations, preferencesPrivileges. Notwithstanding any provision of the Plan to the contrary and relative, participating, optional or other specialin accordance with Section 423 of the Code, all Eligible Employees who are granted options under the Plan shall have the same rights and privileges.

19.2       No Right to Continued Service. Neither the qualificationsPlan nor any compensation paid hereunder will confer on any Participant the right to continue as an Employee or restrictions andin any other distinguishing characteristics, if any, of the shares of each such series. The authority of the Board of Directorscapacity.

19.3       Rights as Stockholder. A Participant will become a stockholder with respect to the shares of eachCommon Stock that are purchased pursuant to options granted under the Plan when the shares are transferred to the Participant’s ESPP Share Account. A Participant will have no rights as a stockholder with respect to shares of Common

Stock for which an election to participate in an Offering Period has been made until such seriesParticipant becomes a stockholder as provided above.

19.4       Successors and Assigns. The Plan shall include,be binding on the Company and its successors and assigns.

19.5       Entire Plan. This Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans with respect to the subject matter hereof.

19.6       Compliance with Law. The obligations of the Company with respect to payments under the Plan are subject to compliance with all applicable laws and regulations. Common Stock shall not be issued with respect to an option granted under the Plan unless the exercise of such option and the issuance and delivery of the shares of Common Stock pursuant thereto shall comply with all applicable provisions of law, including, without limitation, determinationthe Securities Act, the Exchange Act, and the requirements of any national securities exchange or over the following:counter trading market upon which the shares may then be listed or quoted.

(a)19.7       Notice of Disqualifying Dispositions. Each Participant shall give the numberCompany prompt written notice of any disposition or other transfer of shares of eachCommon Stock acquired pursuant to the exercise of an option acquired under the Plan, if such seriesdisposition or transfer is made within two years after the Offering Date or within one year after the Purchase Date.

19.8       Term of Plan. The Plan shall become effective on the Effective Date and, unless terminated earlier pursuant to Section 19.9, shall have a term of ten years.

19.9       Amendment or Termination. The Committee may, in its sole discretion, amend, suspend or terminate the designation thereof;

Plan at any time and for any reason; provided, however, that (a) if the amendment to the Plan constitutes the “adoption of a new plan” under Treasury Regulation Section 1.423-2(c)(4), the amendment must be approved by stockholders of the Company within twelve (12) months before or after the date the amendment is approved by the Board and (b) any amendment that otherwise requires stockholder approval under applicable law, rule or regulation, including any rules or listing standards of the annual ratenational securities exchange or amount of dividends, if any, payableover the counter trading market on shares of each such series (which dividends would be payable in preference to any dividends onwhich the Common Stock), whether such dividendsStock is listed or quoted at the time shall be cumulative or non-cumulative, andapproved by the conditions upon which, and/or the date when, such dividends shall be payable;

(c) whether the shares of each such series shall be redeemable and, if so, the terms and conditions of such redemption, including the time or times when, and the price or prices at which, shares of each such series may be redeemed;

(d) the amount, if any, payable on shares of each such series in the event of liquidation, dissolution or winding up of the affairs of the Corporation;

(e) whether the shares of each such series shall be convertible into or exchangeable for shares of any other class, or any series of the same or any other class, and, if so, the terms and conditions thereof, including the price or prices, or the rate or rates, at which shares of each such series shall be so convertible or exchangeable, and the adjustment which shall be made, and the circumstances in which such adjustments shall be made, in such conversion or exchange prices or rates; and

(f) whether the shares of each such series shall have any voting rightsstockholders in addition to those prescribed by law and, if so, the terms and conditionsCommittee. If the Plan is terminated, the Committee may elect to terminate all outstanding Offering Periods either immediately or once shares of exercise of voting rights.”

SECOND: That, thereafter, the Board of Directors directed that the amendment be considered atCommon Stock have been purchased on the next annual meetingPurchase Date (which may, in the discretion of the Committee, be accelerated) or permit Offering Periods to expire in accordance with their terms (and subject to any adjustment in accordance with Section 18). If any Offering Period is terminated before its scheduled expiration, all amounts that have not been used to purchase shares of Common Stock will be returned to Participants (without interest, except as otherwise required by law) as soon as administratively practicable.

19.10       Applicable Law. The laws of the State of Florida shall govern all questions concerning the construction, validity and interpretation of the Plan, without regard to such state’s conflict of law rules.

19.11 ��     Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Corporation; such annual meetingCompany within twelve months after the date the Plan is adopted by the Board.

19.12       Section 423. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the stockholders was duly called and held upon notice in accordance with Sections 222 and 242Code. Any provision of the General Corporation LawPlan that is inconsistent with Section 423 of the State of Delaware; and at such annual meeting of stockholders, a majorityCode shall be reformed to comply with Section 423 of the outstanding sharesCode.

19.13       Withholding. To the extent required by applicable Federal, state or local law, a Participant must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan.

19.14       Severability. If any provision of the Corporation’s Common Stock entitledPlan shall for any reason be held to vote onbe invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and the amendment was voted in favorPlan shall be construed as if such invalid or unenforceable provision were omitted.

19.15       Headings. The headings of sections herein are included solely for convenience and shall not affect the amendment, and no other classmeaning of the Corporation’s stock was entitled to vote on the amendment.

THIRD: That the amendment was duly adopted and approved in accordance withany of the provisions of Section 242the Plan.

.. IMPORTANT ANNUAL MEETING INFORMATION Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X Annual Meeting Proxy Card • PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • Proposals — The Board of Directors recommends a vote FOR all of the General Corporation Lawdirector nominees listed in Proposal 1 and FOR Proposal 2. 1. Election of Eight Directors 01 - Henry M. Nahmad 02 - Michael S. Steiner 03 - Dennis Mack + 04 - David Blyer 05 - Timothy P. LaMacchia 06 - Alan M. Grunspan 07 - Hal M. Lucas 08 - Todd Oretsky Mark here to vote Mark here to WITHHOLD For All EXCEPT - To withhold authority to vote for any FOR all nominees vote from all nominees nominee(s), mark here and write the name(s) of such nominee(s) below. For Against Abstain 2. Approval of the StateEnviroStar, Inc. 2017 Employee Stock 3. In his discretion, the proxy is authorized to vote upon such Purchase Plan other matters as may properly come before the meeting. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign your name or names exactly as set forth hereon. When stock is in the name of Delaware.more than one person, each such person should sign the proxy. When signing as attorney, executor, administrator, trustee or guardian, please indicate the capacity in which you are acting. Proxies executed by corporations should be signed by a duly authorized officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX + 02PEYA

.. IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 12, 2017 THE PROXY STATEMENT AND THE ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT: http://www.edocumentview.com/EVI • PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN WITNESS WHEREOF,THE ENCLOSED ENVELOPE. • REVOCABLE PROXY — EnviroStar, Inc. + THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Henry M. Nahmad and Michael S. Steiner, and each of them acting alone, proxies, with full power of substitution, to represent the Corporation has causedundersigned and vote as designated on the reverse all of the shares of Common Stock of EnviroStar, Inc. held of record by the undersigned as of the close of business on October 24, 2017 at the Annual Meeting of Stockholders of EnviroStar, Inc. to be held on December 12, 2017 (including any adjournments or postponements thereof) and with discretionary power upon such other business as may come before the meeting, hereby revoking any proxies heretofore given. Each properly executed proxy will be voted in the manner directed on the reverse by the undersigned shareholder. If no direction is made, the shares represented by this certificateproxy will be voted “FOR” all eight director nominees listed in Proposal 1 and “FOR” Proposal 2. Stockholders who desire to have stock voted at the meeting are requested to fill in, date, sign and return this proxy. No postage is required if returned in the enclosed envelope and mailed in the United States. PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE Stockholders may obtain directions to be able to attend the meeting and vote in person by calling the Company at 305-754-4551. (Continued and to be signed by its duly authorized officer, effective ason the reverse side) Non-Voting Items Change of this      day of            , 2016.Address — Please print your new address below. Comments — Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. +

By:

Henry M. Nahmad, Chief Executive Officer