Preliminary Proxy Material, Subject to Completion, Dated February 23, 2017

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Amendment No. 1)

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x☒                            Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

ECOLOGY AND ENVIRONMENT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Preliminary Proxy Material, Subject to Completion, Dated February 23, 2017

ECOLOGY AND ENVIRONMENT, INC.

368 Pleasant View Drive

Lancaster, NY 14086

January 21, 2016March     , 2017

To Our Shareholders:

On behalf of the Board of Directors, we cordially invite you to attend the 45th46^th Annual Meeting of the Shareholders (the “Annual Meeting”) of Ecology and Environment, Inc. (the “Company”). The Annual Meeting will, to be held at Samuel’s Grande Manor, 8750 Main Street, Williamsville, New York, on Thursday, February 25, 2016April 20, 2017, at 9:00 a.m., Eastern Daylight Savings Time. At the Annual Meeting, shareholders will be asked to consider and vote upon the following proposals:

The Formal Notice of Annual Meeting, appears onalong with the next page.Proxy Statement, a WHITE proxy card and the Company’s 2016 Annual Report to Shareholders, accompany this letter.

The attached Proxy Statement describes the matters that we expect to act upon at the Annual Meeting. The Board of Directors ofunanimously recommends that you use the Company recommends aenclosed WHITE proxy card to vote “FOR” the election of the director candidates nominated by the Board of Directors, a votenamely Robert J. Untracht and Michael S. Betrus as Class A Directors and Frank B. Silvestro, Gerald A. Strobel, Ronald L. Frank, Marshall A. Heinberg and Michael C. Gross as Class B Directors; “FOR” the amendment and restatementadoption of the Company’s amended By-Laws, except for the amendment to Article V, Section 2 (removal of directors), a vote2016 Stock Plan; and “FOR” the amendment of the Company’s amended By-Laws concerning Article V, Section 2 (removal of directors), a vote “FOR” the amendment to the Company’s Restated Certificate of Incorporation and a vote “FOR” the one (1) advisory vote as to executive compensation.

As you may be aware, Mill Road Capital II LP (“MRC”) has proposed to nominate two alternative Class A director nominees for election at the CompensationAnnual Meeting, Justin C. Jacobs and Michael El-Hillow. However, the Board of our Named Executive Officers (“Executive Compensation”). DirectorsDOES NOTENDORSE MRC’s nominees, and unanimously recommends that you vote “FOR” the election of each of the nominees proposed by the Board of Directors.

It is important that your viewsshares be represented at the Annual Meeting whether or not you are personally able to be present atattend. Even if you plan to attend the meeting.Annual Meeting, we hope that you will read the enclosed Notice of Annual Meeting, Proxy Statement and the voting instructions. We hope that you will promptly vote by completing, signing and dating the WHITE Proxy Card and mailing it in the enclosed, postage pre-paid envelope, or vote by telephone or the Internet by following the instructions on the WHITE Proxy Card or voting instructions provided to you. If your shares are not registered in your own name and you would like to attend the Annual Meeting, please ask the broker, bank or other nominee that holds your shares to provide you with evidence of your share ownership.

We are gratifiedThe Board of Directors strongly encourages youNOT to return any proxy card sent to you by your interest in Ecology and Environment, Inc. and urgeMRC. If you vote using a proxy card sent to you by MRC, you can subsequently revoke it by following the instructions on the WHITE Proxy Card or voting instructions provided to you to vote your shares either in personover the Internet or by telephone or by completing, signing and dating the enclosed WHITE Proxy Card and mailing it in the postage pre-paid envelope provided. Only your latest dated proxy will count. Any proxy may be revoked at any time prior to its exercise at the Annual Meeting as soondescribed in the accompanying Proxy Statement.

IF YOU SIGN AND RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” THE ELECTION OF EACH BOARD OF DIRECTORS CANDIDATE NOMINATED BY THE BOARD OF DIRECTORS, “FOR” THE 2016 STOCK PLAN AND “FOR” THE APPROVAL OF EXECUTIVE COMPENSATION.

The Board has fixed the close of business on March     , 2017 as possible.the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only shareholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement or adjournment thereof.

Your vote is important. You are requested to carefully read the Proxy Statement and accompanying Notice of Annual Meeting for a more complete statement of matters to be considered at the Annual Meeting.

Sincerely,

FRANK B. SILVESTRO

Chairman of the Board

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 25, 2016:APRIL 20, 2017:

ThisThe Notice of Annual Meeting of Shareholders, the Proxy Statement, the form of WHITE proxy card and the Company’s 20152016 Annual Report to Shareholders are also available athttp://www.proxydocs.com/EEI.

Preliminary Proxy Material

Subject to Completion, Dated February 23, 2017

ECOLOGY AND ENVIRONMENT, INC.

368 Pleasant View Drive

Lancaster, NY 14086

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Ecology and Environment, Inc.:

Notice is hereby given that the 46th Annual Meeting of Shareholders (the “Annual Meeting”) of Ecology and Environment, Inc. (the “Company”) will be held at the time, date and location set forth below:

Purposes ofAt the Annual Meeting, are:shareholders will be asked to consider and vote upon the following proposals:

1.

YOUR VOTE IS EXTREMELY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. If you are a shareholder of record, whether or not you personally plan to attend the Annual Meeting, please take a few minutes now to vote by completing, signing and dating the enclosed WHITE Proxy Card and mailing it in the postage pre-paid envelope provided or vote by telephone or the Internet by following the instructions on the WHITE Proxy Card. If your shares are held in “street name,” that is, held for your account by a broker, bank or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

As you may be aware, Mill Road Capital II LP (“MRC”) has proposed to nominate two alternative Class A director nominees for election at the Annual Meeting, Justin C. Jacobs and Michael El-Hillow. You may receive proxy solicitation materials from MRC, including a proxy statement and proxy cards. The Company is not responsible for the accuracy of any information provided by or relating to MRC or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, MRC or any other statements that MRC may otherwise make. The Board of DirectorsDOES NOT ENDORSEMRC’s nominees, and recommends that you vote “FOR” the election of each of the nominees proposed by the Board, namely Robert J. Untracht and Michael S. Betrus as Class A Directors and Frank B. Silvestro, Gerald A. Strobel, Ronald L. Frank, Marshall A. Heinberg and Michael C. Gross as Class B Directors.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH BOARD CANDIDATE NOMINATED BY THE BOARD, “FOR” THE 2016 STOCK PLAN AND “FOR” THE APPROVAL OF EXECUTIVE COMPENSATION.

The Board of Directors.

2. To holdDirectors strongly encourages you not to return any proxy card sent to you by MRC. If you vote using a voteproxy card sent to you by MRC, you can subsequently revoke it by following the instructions on the WHITE Proxy Card or by following the voting instructions provided to you. Only your latest dated proxy will count. Any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying Proxy Statement. In the event that a WHITE Proxy Card and a proxy card sent to you by MRC are both signed and dated the same date and received by the Company, then neither proxy card will be counted for purposes of the quorum or for the amendment and restatement tovoting of any of the Company’s amended By-Laws except for the amendment to Article V, Section 2 (removalproposals.

A complete list of directors).

3. To hold a vote for the amendment to the Company’s By-Laws concerning Article V, Section 2 (removal of directors).

4. To hold a vote for the amendment to the Company’s Restated Certificate of Incorporation.

5. To hold an advisory vote to approve Named Executive Officer compensation.

6. To act on such other matters as may properly come before the meeting.

Only Shareholders of record at the close of business on January 14, 2016 will be entitled to vote at the Annual Meeting will be available for ten days before the Annual Meeting at the principal executive offices of the Company for inspection by Shareholders during ordinary business hours for any purpose germane to the Annual Meeting. To grant a proxy

You are urged to review carefully the information contained in the enclosed Proxy Statement prior to deciding how to vote your shares, you may complete and return the enclosed Proxy card. You may also cast your vote in person at the Annual Meeting. Please vote promptly whether or not you expect to attend the Annual Meeting.

A copy of our Annual Report to Shareholders is enclosed for your reference.shares.

By order of the Board of Directors,

RONALD L. FRANK,

Secretary

Lancaster, New York

January 21, 2016March     , 2017

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Preliminary Proxy Material

Subject to Completion, Dated February 23, 2017

ECOLOGY AND ENVIRONMENT, INC.

368 Pleasant View Drive

Lancaster, New York 14086

PROXY STATEMENT

Dated January 21, 2016March     , 2017

For the Annual Meeting of Shareholders

to be Held February 25, 2016April 20, 2017

GENERAL INFORMATION

Date, Time, Place and Purpose of the Annual Meeting

This Proxy Statement is furnished to the shareholders of Ecology and Environment, Inc., a New York corporation (the “Company” or “E&E”), in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Company for use at the Annual Meeting of Shareholders (the “Annual Meeting”), to be held at Samuel’s Grande Manor, 8750 Main Street, Williamsville, New York 14221 at 9:00 a.m., Eastern StandardDaylight Savings Time, on Thursday, February 25, 2016April 20, 2017 and at any adjournmentsadjournment(s) or postponement(s) thereof. This Proxy Statement, along with the Company’s 2016 Annual Report to Shareholders and the WHITE proxy card, is first being sent to shareholders on or about March     , 2017.

The enclosed proxy is being solicited byitems of scheduled business to be voted on at the Board of Directors of the Company.Annual Meeting are:

If a proxy in the accompanying form is duly executed and returned or your vote is cast by the Internet or by telephone in accordance with theWHITE Proxy Card or voting instructions provided to you, the shares represented thereby will be voted and, where a specification is made by the shareholder as provided therein, will be voted in accordance with such specification. A shareholder giving the enclosed proxy has the power to revoke itits proxy at any time before it is exercised by giving written notice to the Company bearing a later date than the proxy, by the executionexecuting and deliverydelivering to the Company of a subsequently dated proxy, by voting again by the Internet or by telephone at a later time or by voting in person at the Annual Meeting. Any shareholder may vote in person at the Annual Meeting, whether or not he or she has previously given a proxy. If your shares are held in “street name”, you will receive instructions from your broker, bank or other nominee on how to vote your shares and how to revoke an earlier proxy, if any.

This Proxy Statement and the enclosed Annual Report to Shareholders proxy card are first mailed to shareholders on or about January 21, 2016.March     , 2017.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOFRecord Date, Voting Rights and Quorum

Only holders of shares of Class A Common Stock and Class B Common Stock of record atThe Board has fixed the close of business on January 14, 2016 will beMarch     , 2017 as the record date (the “Record Date”) for the determination of holders of our Common Stock (as defined below) entitled to notice of and to vote at the meetingAnnual Meeting. As of the Record Date, there were 3,000,956 shares of Class A common stock, par value $.01 per share (the “Class A Common Stock”) and at all adjournments thereof. At1,293,146 shares of Class B common stock, par value $.01 (the “Class B Common Stock” and collectively with the close of business on January 14, 2016,Class A Common Stock, the Company had“Common Stock”) issued and outstanding 2,995,359 sharesand entitled to vote. Each share of Class A Common Stock entitles the holder thereof to elect two (2) Class A directors to the Board and 1,295,853 shareseach share of Class B Common Stock. AtStock entitles the meeting,holder thereof to elect the holdersremaining five (5) Class B directors to the Board. Holders of Class A Common Stock will be entitled, as a class, to elect two Directors (the “Classmay vote only on Class A Directors”)Director nominees and the holders of Class B Common Stock will be entitled, asmay vote only on Class B Director nominees.

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On all other matters, except where the applicable law requires a class to elect the remaining five Directors (the “Class B Directors”).

Except for the election of Directors and except for class votes as required by law,vote, holders of both classes ofthe Common Stock vote or consent as a single class on all matters, with eachclass. Each share of Class A Common Stock having one-tenthentitles the holder thereof to one tenth of one vote (1/10 of one) per share and each share of Class B Common Stock havingentitles the holder thereof to one (1) vote per share.

Shares Accordingly, a total of 3,000,956 votes may be cast at the Annual Meeting on the election of Class A Common Stock represented bydirectors, 1,293,146 votes may be cast at the proxies inAnnual Meeting on the form enclosed, properly executed, will be voted in the manner designated. Shareselection of Class B Common Stock represented by the proxies in the form enclosed, properly executed, will be voted in the manner designated. The proxy given by the enclosed proxy carddirectors and 1,593,242 votes may be revokedcast at any time before it is voted by delivering to the Secretary of the Company a written revocation or a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person.

OnlyThe holders of record of one-third of the shares Common Stock at the close of business on January 14, 2016 will be entitled to notice of and a vote at the Annual Meeting. One-third of such shares,Meeting, present in person or represented by proxy at the Annual Meeting, shall constitute a quorum for the transaction of business at the Annual Meeting. Broker non-votes will not be counted as being present or represented at the meetingAnnual Meeting for purposes of establishing a quorum.

Required Vote

Election of Class A Directors: The two persons receiving the highest number of affirmative votes cast by holders of the Class A Common Stock present in person or represented by proxy and entitled to vote thereon at the Annual Meeting will be elected as Class A Directors. Under the Company’s by-lawsrestated certificate of incorporation, as amended, and the laws of the State of New York,restated by-laws, directors of each class are elected by a pluralitymajority of the votes cast by that class in the election. Any other matters to be considered as set forth in the Notice forelection at the Annual Meeting are toof Shareholders, unless there is a contested election, in which case it will be decideda plurality of votes cast by the voterespective class of shareholders. Because MRC has proposed to nominate two alternative Class A candidates for election at the Annual Meeting, the standard for election of Class A directors at the Annual Meeting will be a plurality of the affirmative votes cast by holders of a majority of the votes represented by the sharesClass A Common Stock present in person or represented by proxy and entitled to vote thereon at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of this election.

Election of Class B Directors: The affirmative vote of a majority of the votes cast by holders of Class B Common Stock present in person or represented by proxy and entitled to vote thereon at the Annual Meeting exceptis required to elect each of the five persons nominated as hereafter noted. With regardClass B directors. Abstentions and broker non-votes, which are not considered “votes cast,” will reduce the absolute number, but not the overall percentage, of affirmative votes required to elect each Class B director.

Approval of Proposals 2 and 3: The affirmative vote of a majority of the votes cast by holders of Common Stock present in person or represented by proxy and entitled to vote thereon at the Annual Meeting voting as one class is required to approve the 2016 Stock Plan and the advisory vote on executive compensation. Abstentions and broker non-votes, which are not considered “votes cast,” will reduce the absolute number, but not the overall percentage, of affirmative votes required to approve the 2016 Stock Plan and the advisory vote on executive compensation.

Proxies delivered by shareholders or in-person votes by shareholders for a matter to be voted at the Annual Meeting must be received by the voting inspector at least ten (10) minutes prior to the scheduled and noticed meeting start time for the Annual Meeting.

You may receive solicitation materials from MRC or related parties, seeking your proxy to vote for Justin C. Jacobs and Michael El-Hillow to be elected as Class A directors.YOUR BOARD OF DIRECTORS URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD SENT TO YOU BY OR ON BEHALF OF, MRC. YOUR BOARD OF DIRECTORS RECOMMENDS USING THE WHITE PROXY CARD TO VOTE FOR THE ELECTION OF ROBERT J. UNTRACHT AND MICHAEL S. BETRUS AS CLASS A DIRECTORS.

YOUR VOTE IS EXTREMELY IMPORTANT IN LIGHT OF THE PROXY CONTEST THAT MAY BE CONDUCTED BY MRC.

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Voting Instructions

You can vote your shares at the Annual Meeting by proxy or in person. You can vote by proxy by having one or more individuals who will be at the Annual Meeting vote our shares for you. These individuals are called “proxies” and using them to cast your ballot at the Annual Meeting is called voting “by proxy”.

If you are a shareholder of record and wish to vote by proxy, you can vote in one of the following ways:

Alternatively, you can vote your shares in person by attending the Annual Meeting. You will be given a ballot at the Annual Meeting.

A special note for those who plan to attend the Annual Meeting and vote in person: if your shares are held in the name of a broker, bank or other nominee, you must bring a statement from your brokerage account or a letter from the person or entity in whose name the shares are registered indicating that you are the beneficial owner of those shares as of the Record Date. In addition, you will not be able to vote at the Annual Meeting unless you obtain a legal proxy from the record holder of your shares.

While we know of no other matters to be acted upon at the Annual Meeting, it is possible that other matters may be presented at the Annual Meeting. If that happens and you have signed and not revoked a proxy card, your proxy will vote on such other matters in accordance with his best judgment.

If your shares are held in street name, please follow the separate voting instructions you receive from your broker, bank, trustee or other nominee. You are deemed to beneficially own your shares in “street name” if your shares are held in an account at a brokerage firm, bank, broker-dealer, trust or other similar organization. If this is the case, you will receive a separate voting instruction form with this Proxy Statement from such organization. As the beneficial owner, you have the right to direct your broker, bank, trustee, or nominee how to vote your shares, and you are also invited to attend the Annual Meeting. If you hold your shares in street name and do not provide voting instructions to your broker, bank, trustee or nominee, your shares will not be voted on any of the proposals to be presented at the Annual Meeting. Please see “Broker Non-Votes” below for more information.

Our Board is asking for your proxy. Giving the Board your proxy means you authorize it to vote your shares at the Annual Meeting in the manner you direct. You may vote for or withhold your vote for each nominee presented by the Board or the other proposals to be submitted at the Annual Meeting or you may abstain from voting. All valid proxies received prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made.

Shareholders who have questions or need assistance in completing or submitting their proxy cards should contact Ms. Sara Herrmann, Communications Coordinator at the Company at (716) 684-8060 or by email: sherrmann@ene.com

Broker Non-Votes

If you are a beneficial owner holding shares of our Class A Common Stock or Class B Common Stock in “street name”, your shares will not be voted with respect to any proposal for which the shareholder of record does not have discretionary authority to vote. Rules of the New York Stock Exchange (“NYSE”) determine whether proposals presented at shareholder

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meetings are “discretionary” or “non-discretionary”. If a proposal is determined to be discretionary, your bank, broker, trustee or other nominees is permitted under NYSE rules to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your bank, broker, trustee or other nominee is not permitted under the NYSE rules to vote on the proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker, trustee or other nominee holding shares for a beneficial owner returns a valid proxy but does not vote on a particular proposal because it does not have discretionary authority to vote on the matter and has not received voting instructions from the shareholder for whom it is holding shares.

“Non-routine” matters include the election of directors, votesthe approval of an equity incentive plan and the advisory proposal on executive compensation. Because all of the matters included in this Proxy Statement are “non-routine” matters, banks, brokers, trustees or other nominees will not be permitted to exercise discretionary authority regarding any of the proposals to be voted on at the Annual Meeting. As such, your broker will not be permitted to vote your shares with respect to any proposal at the Annual Meeting without your instructions as to how to vote. Therefore,please instruct your broker how to vote your shares on these matters promptly.

Receipt of Multiple Proxy Cards

Many of our shareholders hold their shares in more than one account and may be castreceive separate proxy cards or voting instructions forms for each of those accounts. To ensure that all of your shares are represented at the Annual Meeting, we recommend that you vote everyWHITE proxy card you receive or otherwise follow each voting instruction you receive to vote your shares.

You may also receive proxy solicitation materials from MRC, including an opposition proxy statement and a different colored proxy card seeking your proxy to vote for Justin C. Jacobs and Michael El-Hillow to serve as a Class A Director.

YOUR BOARD OF DIRECTORS URGES YOU NOT TO SIGN ANY DIFFERENT COLORED PROXY CARD SENT TO YOU BY MRC. IF YOU HAVE PREVIOUSLY SIGNED A DIFFERENT COLORED PROXY CARD SENT TO YOU BY MRC, YOU CAN REVOKE IT BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD IN THE ENVELOPE PROVIDED. ONLY YOUR LAST DATED PROXY CARD WILL COUNT.IN THE EVENT THAT A WHITE PROXY CARD AND A PROXY CARD SENT TO YOU BY MRC ARE BOTH SIGNED AND DATED THE SAME DATE AND RECEIVED BY THE COMPANY, THEN NEITHER PROXY CARD WILL BE COUNTED FOR PURPOSES OF THE QUORUM OR FOR THE VOTING OF ANY OF THE PROPOSALS.

Proxy Revocation Procedure

If you are a shareholder of record, you may revoke your proxy: (i) by written notice of revocation mailed to and received by the Secretary of the Company prior to the start of the Annual Meeting; (ii) by voting again by the Internet or by telephone at a later time before the closing of those voting facilities at 11:59 p.m., Eastern Standard Time, on April 19, 2017; (iii) by executing and delivering to the Secretary a proxy dated as of a later date than a previously executed and delivered proxy so that the later-dated proxy is received prior to 8:50 A.M. Eastern Daylight Savings Time on the date of the Annual Meeting; or (iv) by attending the Annual Meeting and voting in favor or withheld; votes that are withheldperson by 8:50 A.M. Eastern Standard Time. Attendance at the Annual Meeting will be excluded entirely from thenot in and of itself revoke a proxy.

If you have previously signed a different colored proxy card sent to you by MRC, you may change your vote and revoke your prior proxy by signing and dating the enclosedWHITE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone by following the instructions on the enclosedWHITE proxy card. Submitting a MRC different colored proxy card – even if you withhold your vote on the MRC nominees – will have no effect.revoke any votes you previously made via ourWHITE proxy card. Accordingly, abstentionsif you wish to vote pursuant to the recommendation of our Board for the election of directors and any other proposals, you should disregard any proxy card that you receive that is not aWHITE proxy card and do not return any different colored proxy card that you may receive from MRC, even as a protest vote against MRC.

Solicitation of Proxies; Participants in the Solicitation; Costs

This solicitation of proxies is being made by the Board and the Company will not affectbear the outcomeexpenses of calling and holding the election.Annual Meeting and the solicitation of proxies therefor. This Proxy Statement and the accompanying materials, in

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addition to being mailed directly to shareholders of record, will be distributed through brokers, custodians, nominees and other like parties to beneficial owners of shares of Common Stock. The Company will pay reasonable expenses incurred in forwarding the proxy materials to the beneficial owners of shares and in obtaining the written instructions of such beneficial owners. The Company has engaged a proxy solicitation firm. Our directors, officers and employees may also solicit proxies by mail, telephone and in-person contact, but they will not receive any additional compensation for these activities. The Company may also solicit proxies by email from shareholders who are our employees or who previously requested to receive proxy materials electronically. As a result of the potential proxy solicitation by MRC, we may incur additional costs in connection with our solicitation of proxies which are expected to be approximately $110,000, of which $5,000 has been incurred as of the date of this proxy statement. Annex A sets forth information relating to our directors and director nominees, as well as certain of our officers and employees, who are “participants” in our solicitation under the rules of the Securities and Exchange Commission by reason of their position as directors and director nominees of the Company or because they may be soliciting proxies on our behalf.

BACKGROUND OF SOLICITATION

Based solely on its Schedule 13D/A filing, dated October 28, 2016, MRC is the beneficial owner of 463,072 shares of Class A Common Stock, or approximately 15.45% of the Class A Common Stock. MRC’s address is 382 Greenwich Avenue, Suite One, Greenwich, Connecticut 06830. The shares of Class A Common Stock were purchased by MRC through a series of transactions over a two (2) year period from 2014 to 2016 as specified in MRC’s Schedule 13D dated July 23, 2015 that was filed with the SEC on that day (the “MRC 13-D”) and MRC’s Schedule 13D Amendment No. 1 dated October 28, 2016 (the “MRC 13-D/A”) that was filed with the SEC on that day.

On August 11, 2014, MRC sent a letter to the Chairman of the Board indicating that MRC believed it was “no longer in the best interest of stakeholders for the Company to remain public” and that MRC was interested in leading a going-private transaction and would be prepared to make an offer to acquire the outstanding shares of the Company. (The foregoing was confirmed in the MRC 13-D, which also indicated that MRC would be willing to pay in the range of $13 to $14 per share.) The Company’s executive officers did meet in person or telephonically with representatives of MRC to discuss publicly available financial results and other matters relating to the Company’s business.

On August 14, 2015 MRC sent a letter to the Board reiterating MRC’s offer to take E&E private and reiterated the range for a purchase price of $13 to $14 per share. In response to MRC’s August 14, 2015 letter, the Company’s Board of Directors established a Special Committee on August 26, 2015 consisting of two (2) independent directors to review the MRC offer. After thorough review and discussion, the Company decided to reject MRC’s offer. On February 17, 2016, the Company filed a Form 8-K with the SEC, confirming that the Special Committee had completed its review and determined that the Company was not interested in pursuing a going private transaction with MRC. The Company continued with its current business strategy, while remaining open to future communications with MRC as with all shareholders.

On October 27, 2016, MRC sent the Company a letter indicating its intent to nominate two (2) persons for election as Class A Directors at the upcoming annual meeting of shareholders, a portion of which letter was attached to a Schedule 13D/A, dated October 28, 2016 and filed with the SEC on October 28, 2016. The proposed MRC nominees are Justin C. Jacobs and Michael El-Hillow.

Over the ensuing three month period, the Company identified a number of nominees for consideration as Class A and Class B Directors, including the proposed MRC nominees. Prospective nominees were requested to submit written Questionnaires in accordance with Article II, Section 4(A)3 of the Company’s Re-Stated By-Laws, which among other things required prospective nominees to provide information regarding voting commitments, conflicting fiduciary duties, conflict of interest and compensation agreements.

In addition, the Board advised the candidates of its strict confidentiality requirements regarding Board discussions and the Board asked the candidates, including MRC’s nominees, to meet with the Board or its representatives to discuss the candidates’ qualifications. Prior to such meeting, candidates were asked to sign confidentiality agreements. All

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candidates who were asked to sign confidentiality agreements, other than the two MRC nominees, signed such confidentiality agreements and were interviewed. As a result of the refusal of the MRC nominees to sign the confidentiality agreement, the Board relied solely on information provided in the MRC candidates’ questionnaires. After conducting a review of the qualifications and experience of all prospective nominees, the Company developed a recommended list of nominees that appear as Proposal 1 in this Proxy Statement. Based on its review of prospective nominees, the Company’s Board of Directors recommends that Class A shareholders elect Robert J. Untracht and Michael S. Betrus as Class A Directors by casting their ballots on the WHITE Proxy Cards and that Class B shareholders elect Frank B. Silvestro, Gerald A. Strobel, Ronald L. Frank, Marshall A. Heinberg and Michael C. Gross as Class B Directors by casting their votes on the WHITE Proxy Cards. The Company’s Board of Directors recommends that Class A shareholders do NOT vote in favor of any MRC nominees and disregard and do NOT return any different colored proxy cards they may receive from MRC.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of December 31, 2015,February 23, 2017, the number of outstanding shares of Class A Common Stock and Class B Common Stock of the Company beneficially owned by each person known by the Company to be the beneficial owner of more than 5 percent of the then outstanding shares of Common Stock.

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SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company’s Class A Common Stock and Class B Common Stock as of December 31, 2015,February 23, 2017, by (i) each Director of the Company and (ii) all Directors and officers of the Company as a group.

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Restrictive Agreement

Messrs. Gerhard J. Neumaier (deceased), Frank B. Silvestro, Ronald L. Frank, and Gerald A. Strobel entered into a Stockholders’ Agreement dated May 12, 1970, as amended January 24, 2011, which governs the sale of certain shares of Ecology and Environment, Inc. common stock (now classified as Class B Common Stock) owned by them, certain children of those individuals and any such shares subsequently transferred to their spouses and/or children outright or in trust for their benefit upon the demise of a signatory to the Agreement (“Permitted Transferees”). The Agreement provides that prior to accepting a bona fide offer to purchase some or all of their shares of Class B Common Stock governed by the Agreement, that the selling party must first allow the other signatories to the Agreement (not including any Permitted Transferee) the opportunity to acquire on a pro rata basis, with right of over-allotment, all of such shares covered by the offer on the same terms and conditions proposed by the offer.

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CURRENT EXECUTIVE COMPENSATIONOFFICERS, DIRECTORS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The names, ages and positions of the executive officers and directors of the Company are included in the following table.

None of the current executive officers or directors (nor any associates of such executive officers and directors) is a party to any material proceedings adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Specific experience, qualifications, attributes and skills for each executive officer and each director that is not a nominee for election at the Annual Meeting follows. Specific experience, qualifications, attributes and skills for each Class A nominee and Class B nominee can be found in “Proposal 1 – Election of Directors” below.

Mr. Gerard A. Gallagher III has served as CEO of the Company since 2015 and as President of the Company since 2014. He has been employed by the Company for 34 years, and previously served as Senior Vice President of Environmental Sustainability, Vice President and Regional Manager for the Company’s Southern U.S. operations. Mr. Gallagher has a B.A. in physical geography.

Mr. Fred J. McKosky has served as the Chief Operating Officer of the Company since 2014. He has been employed by the Company for 38 years, and previously served as Senior Vice President of Corporate Operations. Mr. McKosky has an M.S. in environmental engineering and a B.S. in environmental science, and is a registered Professional Engineer in the State of New York.

Mr. H. John Mye III has served as Chief Financial Officer, a Vice President and Treasurer of the Company since 2008. Mr. Mye was previously employed in various finance roles, including: Finance Director at Vishay Intertechnology, a high technology company located in Buffalo, N.Y. (2002-2007); Vice President with FAI, Inc., a start-up company located in Buffalo, N.Y. (2000-2002); and Director of Finance for American Precision Industries, a Fortune 500 company located in Buffalo, N.Y. (1993-2000). During his career, Mr. Mye has gained extensive experience with management of sales, earnings and cash flow reporting, evaluating and consummating mergers and acquisitions, financial planning and analysis, and general finance operations. Mr. Mye has an MBA and is a registered Professional Engineer in the State of New York.

Ms. Cheryl A. Karpowicz has been a Senior Vice President of the Company since 2011 and was named Senior Vice President of Business Development in 2014. Ms. Karpowicz has been employed by the Company for 38 years and previously led its energy services area. She has a B.A. in Interdepartmental Studies and is a Certified Planner and member of the American Institute of Certified Planners.

Mr. Gerard A. Gallagher Jr. joined the Company in 1972, and retired in 2001 as a Senior Vice President. He has served as a Director since 1986, and also serves as a contracted consultant to the Company. Mr. Gallagher has a B.S. in Physics. Mr. Gallagher’s tenure of 44 years with the Company, principally in domestic and international program management and in government contracting, provides an important understanding of the Company and its markets that makes him a valuable member of the Board of Directors, actingDirectors. Mr. Gallagher has advised the Company that he will not stand for re-election as Director.

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Dr. Michael R. Cellino, M.D. has been a Compensation CommitteeDirector of the whole,Company since 2015, and currently serves on the Audit Committee. Dr. Cellino is a physician with a license to practice medicine from New York State, and is board certified in internal medicine. Dr. Cellino has been a shareholder and employee of Buffalo Medical Group, PC, located in Buffalo, New York since 1991, where he has served in various governance roles, including Corporation Secretary, Chairman of the Governance Committee, Chairman of the Budget and Audit Committee and a Member of the Finance Committee. His experience with oversight related to cost management and budgetary forecasting provides valuable financial perspective and insight to the Board of Directors. Dr. Cellino has advised the Company that he will not stand for re-election as Director.

Executive Compensation

The Board, is responsible for overseeing all of the executive compensation and equity plans and programs to ensure that its officers and senior staff are compensated in a manner that is consistent with its competitively based annual and long term performance goals.

The Board of Directors is responsible for establishing and approving our policies governing the compensation of our executive officers. We provide what we believe is a competitive total compensation package to our executive team through a combination of base salary, cash bonuses, equity plans (for Company Officers other than its Executive Vice Presidents), and other broad-based benefit programs. Our compensation philosophy, policies, and practices with respect to all of the Company’s officers, including the CEO and our twothree most highly compensated officers as of July 31, 2015,2016, is described below.

Objectives and Philosophy of Our Executive Compensation Program

Our primary objectives with respect to executive compensation are to:

We compete with many other companies for executive personnel. Accordingly, our Board of Directors will generally target overall compensation for executives to be competitive with that of the Company’s peer group. Variations to this targeted compensation may occur depending on the experience level of the individual and market factors, such as the demand for executives with similar skills and experience.

Our executive compensation program ties a substantial portion of each executive’s overall compensation to key strategic, financial, and operational goals such as our financial and operational performance, the growth of our customer base, new development initiatives, and the establishment and maintenance of key strategic relationships.

Components of Our Executive Compensation Program

The primary elements of our executive compensation program are:

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We do not have anya formal or informal policy or target for allocating compensation between short-term and long-term compensation or between cash and short-termnon-cash compensation. Salaries and bonuses of executive officers are reviewed and approved annually by the Board of Directors based primarily upon:

Bonuses of executive officers may be in the form of cash, restricted awards of Class A Common Stock, or a combination of both. The allocation between cash and non-cash compensation or amongof executive officers is considered annually on a discretionary basis by the different forms of non-cash compensation. Instead, our Board establishes these allocations for each executive officer on an annual basis. The Board of Directors establishes cash compensation targets based primarily upon informal benchmarking data, such as comparing the compensation of our executives to companies in our company’s peer group, as well as the performance of our company as a whole and of the individual executive and executive team as a whole. Our Board establishes non-cash compensation based upon this informal benchmarking data, the performance of our company as a whole and of the individual executive and executive team as a whole, the executives’ equity ownership percentage and the amount of their equity ownership that is vested equity.Directors.

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The following table provides a summary of the annual and long-term compensation for services in all capacities to the Company for the fiscal years ended July 31, 20152016 and 20142015 of those persons who were at July 31, 2015:2016: (i) the Company’s Chief Executive Officer and President; and (ii) the twothree other most highly compensated executive officers with annual salary and bonus for the fiscal year endedemployed at July 31, 20152016 in excess of $100,000. In this report,Proxy Statement, the four persons named in the table below are referred to as the “Named Executives”.Executives.”

SUMMARY COMPENSATION TABLE

FISCAL YEAR 2015 AND FISCAL YEAR 2016

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Compensation Pursuant to Plans

Defined Contribution Plan

The Company maintains a Defined Contribution Plan (the “DC Plan”) which is qualified under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) pursuant to which the Company contributes an amount not in excess of 15% of the aggregate compensation of all employees who participate in the DC Plan. All employees, including the executive officers identified under “Executive Compensation”, are eligible to participate in the plan, provided that they have attained age 21 and completed one year of employment with at least 1,000 hours of service. The amounts contributed to the plan by the Company are allocated to participants based on a ratio of each participant’s points to total points of all participants determined as follows: one point per $1,000 of compensation plus two points per year of service completed prior to August 1, 1979, and one point for each year of service completed after August 1, 1979.

Stock Award Plans

EEI adopted the 1998 Stock Award Plan effective March 16, 1998 (the “1998 Award Plan”). The following1998. This plan, together with supplemental plans that were adopted subsequent to adoption of the 1998 Award Plan:

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The 1998 Award Plan and all supplemental plans are collectivelyis referred to as the “Award“Stock Award Plan”. The Award Plan permits grants of the award for a period of five (5) years from the date of adoption by the Board of Directors. TheStock Award Plan is not a qualified plan under Section 401(a) of the Internal Revenue Code.

Under the Stock Award Plan, Directors, officers and other key employees (including officers) of the CompanyEEI or any of its present or future subsidiaries may be designated to receive awards ofawarded Class A common stock of the CompanyCommon Stock as a bonus for services rendered to the Company or its subsidiaries, without payment therefore, based upon the fair market value of the common stock at the time of the award. The Stock Award Plan authorizes the Company’s Board of Directors to determine the vesting period and the circumstances under which the awards may be forfeited.

Under the supplemental plan in place as of July 31, 2016, which expired in October 2016, the Company issued 17,386 shares of Class A Common Stock under the Stock Award Plan, all of which were fully vested at July 31, 2016. In October 2016, the Board adopted the 2016 Stock Award Plan (the “2016 Stock Plan”). This 2016 Stock Plan permits awards of up to 200,000 shares of Class A Common Stock for whata period of time and under what circumstances the awards can be forfeited.up to five (5) years until its termination in October 2021.

Outstanding Equity Awards

As of July 31, 2015,2016, there were no outstanding awards for a total of 16,387 shares of Class A Common Stock have beenthat were granted and remainremained subject to vesting under the 2011Stock Award Plan.

Director Compensation

Compensation earned by each employee and non-employee director for his services during fiscal year 2015ending July 31, 2016 is summarized in the following table.

DIRECTOR COMPENSATION

FISCAL YEAR 2016

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WithBonuses paid to Directors are reviewed and approved by the exceptionBoard of Gerard A. Gallagher, Jr., each Director who is not an employeeDirectors based primarily upon:

As employee Directors, Messrs. Silvestro and Frank did not receive any director fees as compensation for their services, but were awarded bonus compensation during fiscal year 2016.

As non-employee Directors, Messrs. Strobel, Gallagher, Betrus and Gross and Dr. Cellino received director fees and bonus compensation during fiscal year 2016. Messrs. Strobel and Gallagher also earned consulting fees during fiscal year 2016.

In July, 2015, the Board of Directors increased annual director compensation to $55,000 for Mr. Betrus and $50,000 for Mr. Gross and Mr.Dr. Cellino, effective August 1, 2016, in recognition for roles as Chairman and members of the Audit Committee. For fiscalAnnual compensation for the calendar year 2016 compensation will bewas in the form of cash ($36,611 per annum for each)each, paid quarterly) and stock (valued at $18,389 for Mr. Betrus and $13,389 for Mr. Gross and Dr. Cellino). stock.

In September 2015, the Company issued 1,833 shares, 1,350 shares, 1,350 shares of Class A Common Stock to Mr. Betrus, Mr. Gross and Dr. Cellino, respectively. These shares vested immediately upon issuance, subject to certain restrictions regarding transfer of the shares that will expire no later thanexpired on August 1, 2016.

In September 2016, the Company issued 1,812 shares, 1,319 shares and 1,319 shares of Class A Common Stock to Mr. Betrus, Mr. Gross and Dr. Cellino, respectively. These shares vested immediately upon issuance, subject to certain restrictions regarding transfer of the shares that will expire on August 1, 2017.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s Executive Officers and Directors, and persons who beneficially own more than ten percent (10%) of the Company’s stock, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Executive Officers, Directors and greater than ten percent (10%) beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the Company and written representations from the Company’s Executive Officers and Directors, the Company believes that during the fiscal year ending July 31, 20152016 all Section 16(a) filing requirements applicable to its Executive Officers, Directors and greater than ten percent (10%) beneficial owners were complied with by such persons, except for the following: (i) Ronald L. Frank purchased 1,000500 shares of Class A Common Stock on March 18, 2015August 29, 2016 but did not file his Form 4 concerning that transaction until March 23, 2015, sinceSeptember 1, 2016; and (ii) Mr. Frank was outalso purchased 1 share of town.Class A Common Stock on April 1, 2016 but did not file his Form 4 concerning that transaction until June 20, 2016.

Corporate Governance

Code of Business Conduct and Ethics

The Company has adopted a code of business conduct and ethics that applies to all employees, officers and directors, including its principal executive officer, principal financial officer, principal accounting officer and controller, as well as all other employees and the directors of the Company.controller. The code of ethics, which the Company calls its Code of Business Conduct and Ethics, was filed as an exhibit to the Company’s annual report on Form 10-K for the fiscal year ended July 31, 2004 and is posted on the Company’s website atwww.ene.com. If the Company makes any substantive amendments to, or grants a waiver (including an implicit waiver) from, a provision of its code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, the

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Company will disclose the nature of such amendment or waiver by posting such information on the Company’s website at the address referenced above.

Meetings and Committees of the Board of Directors

During the fiscal year ended July 31, 2016, the Board of Directors held eight (8) meetings. Each director of the Company attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings of the committees of the Board of Directors in which he served during the period for which he served. The Company’s directors are strongly encouraged to attend the Annual Meeting of Shareholders. All of the Company’s directors attended last year’s Annual Meeting.

The Board of Directors has an Audit Committee, a Pension Review Committee and, as of November 2016, a Governance, Nominating and Compensation Committee. The Governance, Nominating and Compensation Committee has, for the current reportproxy season, designated the Board of Directors as a whole with the authority to make all decisions with respect to nominations of persons to the Board of Directors and compensation of executive officers. In addition, the Company has adopted, in its Re-Stated By-Laws, a process for the Board’s review of Director nominees for re-nomination and/or vacancies as well as for new nominees generated internally or externally. This Director nomination or recommendation process includes circulation of Director Nominee Questionnaires, the review of the responses to those Questionnaires and such follow-up communications as the Board of Directors may deem appropriate, including subsequent interviews of the candidates with the Board of Directors. A draft of the charter for the Governance, Nominating and Compensation Committee has been prepared and when it is finalized it will be available on Form 8-K.the Company’s website.

The Audit Committee consists of Messrs. Michael S. Betrus (Chairman), Michael R. Cellino, M.D. and Michael C. Gross, all non-employee, independent (as defined in NASDAQ listing standards), and financially literate directors. The Audit Committee is responsible for reviewing the financial information which will be provided to the shareholders and others, the system of internal controls which management and the Board of Directors has established, the performance and selection of independent auditors and the Company’s audit and financial reporting process. During fiscal year 2016, the Committee met four (4) times to examine the results of the financial statements and reports prepared by the independent public accountants, and then held discussions with the Board of Directors. The Company’s Restated Audit Committee Charter was adopted by the Board of Directors on December 8, 2014.

The Pension Review Committee consists of Messrs. Ronald L. Frank (Chairman), Frank B. Silvestro, Michael R. Cellino, M.D. and Michael C. Gross. The Committee held one (1) meeting during fiscal year 2016. The principal functions of the Pension Review Committee are to review changes to the retirement plans necessitated by law or regulation and to determine whether the Company’s retirement plans meet the compensation goals for the Company’s employees as established by the Board of Directors.

Controlled Company Status

Our shares of Class A Common Stock are listed on TheNASDAQ Stock Market (“NASDAQ”). NASDAQ requires all of its listing companies to be in compliance with NASDAQ’s standards of corporate governance set forth in the NASDAQ Marketplace Rules (NASDAQ CG Rules). We have certified to the NASDAQ that we are in compliance with the NASDAQ CG Rules except for those NASDAQ CG Rules relating to the Director Nominations Process, the Compensation of Officers and Board Compensation. For these items, we relied upon the “controlled company” exception found in the NASDAQ CG Rules. A “controlled company” is a listing company where more than 50 percent of the voting power of the listing company is in the control of a group. As of July 31, 2016, a group that holds more than 50 percent of the voting power of our Common Stock, consisting of Messrs. Frank B. Silvestro, Ronald L. Frank, Gerald A. Strobel, Gerard A. Gallagher, Michael C. Gross and Robert Santa Maria and members of their families, does exist. Therefore, we are a “controlled company” for purposes of the NASDAQ CG Rules.

The Board of Directors will consider nominees for Directors recommended by shareholders. Shareholders wishing to recommend a director candidate for consideration by the Board of Directors can do so by writing to the Secretary of Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York, 14086. Nominations must be received not later than the close of business on the 120^th day prior to the first anniversary of the previous year’s Annual Shareholders Meeting and not earlier than the close of business on the 180^th day prior to the first anniversary of the preceding year’s Annual Shareholders Meeting. In no event shall any adjournment or postponement of an Annual Meeting or the announcement

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thereof commence a new time period for the giving of a shareholder’s notice as described above. Nominations must meet the requirements of Article II, Section 4.A.1. of the Company’s Re-stated By-Laws dated February 25, 2016.

In evaluating candidates, the Board considers the entirety of each candidate’s credentials to ensure that the Board consists of individuals who collectively provide meaningful counsel to management. The Board does not maintain a specific diversity policy. It believes that diversity is an expansive attribute that includes differing points of view, professional experience and expertise, and education, as well as more traditional diversity concepts. The Board considers the candidates’ character, integrity, experience, understanding of strategy and policy-setting, and reputation for working well with others. If candidates are recommended by our shareholders, then such candidates will be evaluated using the same criteria. With respect to nomination of continuing directors for re-election, the individual’s past contributions to the Board are also considered.

Board of Directors Leadership, Structure and Risk Oversight

The Board of Directors operates under the leadership of its Chairman. The Company’s restated by-laws require that the Chairman. There is no prohibitionoffices of Chairman of the Board, CEO and Secretary must be held by separate individuals. Notwithstanding anything to the contrary in the Company’s bylaws that precludesprevious sentence, in the event of removal, incapacity, or extended leave of the CEO, the Chairman from also assumingof the roleBoard will act as the CEO temporarily, until the CEO returns or is replaced by a resolution of Chief Executive Officer; however, see Proposal 2 concerning the proposed change to the Company’s bylaws. Since August 1, 2008, it has been the Company’s practice to fill the rolesBoard of Chairman and Chief Executive Officer with different individuals, except for during times of transition when the same person may fill both roles in an interim capacity while an appropriate candidate is found to assume the vacant position. E&EDirectors. The Company believes the current leadership structure provides the appropriate balance of oversight, independence, administration and hands-on involvement in activities of the Board of Directors that are required for the efficient conduct of corporate governance activities.

The Company has a standing Audit Committee established in accordance with section 3 (a)58(A)3(a)(58)(A) of the Securities Exchange Act of 1934 and the requirements of NASDAQ. TheMessrs. Betrus and Gross and Dr. Cellino serve as members of the Audit Committee are Messrs. Cellino, Gross and Betrus.Committee. The Board of Directors has designated Mr. Betrus as the financial expert serving on its Audit Committee, and as its Chairman.Chairman of the Audit Committee. Messrs. Cellino,Betrus and Gross and BetrusDr. Cellino are each independent, as that term is used in Item 407 (a) (as to Messrs. Betrus and Gross and Dr. Cellino) and 407 (d)(5)(i)(B) (as to just Mr. Betrus) of Regulation S-K and Rule 5605 (a)(2) of the NASDAQ listing standards in that none of them is an employee of the Company, nor is there any family relationship of those three individuals to the Company’s other Directors or any Executive Officer of the Company. The Restated Charter of the Audit Committee is available on the Company’s website. As Dr. Cellino will not be standing for re-election we anticipate that one of the new Directors will be added to the Audit Committee.

The Board of Directors is responsible for overseeing the Company’s risk profile and management’s processes for managing risk. This oversight is conducted primarily through the Audit Committee. The Audit Committee focuses on financial risks, including those that could arise from accounting and financial reporting processes, as well as review of overall risk functionfunctions and senior management’s establishment of appropriate systems and processes for managing areas of material risk to the Company, including, but not limited to, operational, financial, legal, regulatory and strategic risks.

TheShareholder Communications with the Board of Directors has a standing Pension Review Committee, the principal functions of which are to review changes to retirement plans necessitated by law or regulation and to determine whether retirement plans meet the compensation goals for

Shareholders may communicate with the Company’s employees as establishedBoard of Directors through the Company’s Secretary by sending an email to rfrank@ene.com or by writing to the following address: Board of Directors, c/o Secretary, Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York 14086. The Company’s Secretary will forward all correspondence to the Board of Directors. Messrs. Frank (Chairman), Silvestro, Cellino and Gross serve on the Pension Review Committee.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Director Gerard A. Gallagher, Jr.’s son, Gerard A. Gallagher, III, previously servedDirectors, except for spam, junk mail, mass mailings, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. The Company’s Secretary may forward certain correspondence, such as a Senior Vice President and he has served as the President ofproduct-related inquiries, elsewhere within the Company since January 16, 2014for review and was appointed as the Company’s CEO effective March 7, 2015. He received aggregate compensation of $363,196 for his services during fiscal year 2015. The Company believes that his compensation was commensurate with his peers during fiscal year 2015 and that his relationships during the year were reasonable and in the best interest of the Company.

Michael R. Cellino, M.D., Michael S. Betrus, and Michael C. Gross are independent, as that term is used in Item 407(a) of Regulation S-K and Rule 5605(a)(2) of the NASDAQ listing standards, as described in their relevant business experiences set forth in Proposal 1 of this Proxy Statement and in that none of them is an employee of the Company, nor is there any family relationship of those three individuals to the Company’s other four Directors or any Executive Officer of the Company.possible response.

INDEPENDENT PUBLIC ACCOUNTANTS

During the fiscal years ended July 31, 2015, 2014 and 2013, Schneider Downs & Co., Inc. (“SD”), an independent registered accounting firm, provided audit and audit related services to the Company. The Audit Committee meets with the Company’s independent registered accounting firm to approve the annual scope of accounting services to be performed, including all audit, audit-related, and non-audit services, and the related fee estimates. The Audit Committee also meets with the Company’s independent registered accounting firm on a quarterly basis, following completion of their quarterly reviews and annual audit before our earnings announcements, to review the results of their work. As appropriate, management and our independent registered accounting firm update the Audit Committee with material changes to any service engagement and related fee estimates as compared to amounts previously approved. Under its charter, the Audit Committee has the authority and responsibility to review and approve, in advance, any audit and proposed permissible non-audit services to be provided to the Company by its independent registered public accounting firm. The aggregate fees billed by SD for these services for fiscal years 2015 and 2014 are summarized in the following table.

Audit Fees

Audit fees include aggregate fees accrued for the following professional services rendered:

Audit Related Fees

Audit related fees include aggregate fees accrued for services rendered for audits of the Company’s 401(k) and pension plans, and indirect rate audits.

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AUDIT COMMITTEE REPORTReport

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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Schneider Downs & Co. Inc. (“Schneider Downs”) was dismissed as the independent registered public accounting firm of Ecology and Environment, Inc. (the “Company”), effective November 6, 2015 (the “Dismissal Date”). Schneider Downs’ dismissal was recommended by the Audit Committee and approved by the Board of Directors.

Schneider Downs’ reports on the financial statements of the Company for the fiscal years ended July 31, 2015 and 2014 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal years ended July 31, 2015 and 2014, and through the Dismissal Date: (i) there were no disagreements between the Company and Schneider Downs on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Schneider Downs’ satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the financial statements of the Company for such years; and (ii) there were no reportable events of the type described in Item 304(a)(1)(v) ofRegulation S-K.

The Company had provided Schneider Downs with a copy of the foregoing disclosure and requested that Schneider Downs furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with such disclosure. A copy of Schneider Downs’ letter is attached as Exhibit 16.1 to the Current Report onForm 8-K dated November 6, 2015.

Ernst & Young LLP (“EY”) was engaged as the successor independent registered public accounting firm, effective November 6, 2015. The appointment of EY was recommended by the Audit Committee and approved by the Board of Directors.

At no time during the fiscal years ended July 31, 2015 and 2014 and the subsequent interim period through the Dismissal Date did the Company engage with EY as either the principal accountant to audit the Company’s financial statements, or as an independent accountant engaged to audit a significant subsidiary of the Company. In addition, at no time during the Company’s two most recent fiscal years and the subsequent interim period through the Dismissal Date did the Company consult with EY 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, and no written report or oral advice was provided by EY to the Company that Schneider Downs concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) ofRegulation S-K or a “reportable event” as described in Item 304(a)(1)(v) ofRegulation S-K.

The Audit Committee has reviewed and discussed the Company’s audited financial statements for fiscal year ending July 31, 20152016 with the Company’s Management and Schneider DownsErnst & Co., Inc.Young LLP. The Audit Committee has discussed with Schneider DownsErnst & Co., Inc.Young LLP the matters required to be discussed by SAS No. 61, (Codification of Statements on Auditingas amended (AICPA,Professional Standards, Vol. 1. AU §16)Section 380), as may be modified or supplemented.adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee has received the written disclosures and the communications from Schneider DownsErnst & Co., Inc.Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding communications by Schneider DownsErnst & Co., Inc.Young LLP with the Audit Committee concerning independence and has discussed with Schneider DownsErnst & Co., Inc.Young LLP their independence from the Company. Based on their review of the materials outlined above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 20152016 for filing with the Securities and Exchange Commission.

The Audit Committee has considered whether provision of the services described above is compatible with maintaining the independent accountant’s independence and has determined that such services have not adversely affected Schneider DownsErnst & Co., Inc.’sYoung LLP’s independence.

Respectfully Submitted,

THE AUDIT COMMITTEEMeetings and Committees of the Board of Directors

During the fiscal year ended July 31, 2016, the Board of Directors held eight (8) meetings. Each director of the Company attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings of the committees of the Board of Directors in which he served during the period for which he served. The Company’s directors are strongly encouraged to attend the Annual Meeting of Shareholders. All of the Company’s directors attended last year’s Annual Meeting.

The Board of Directors has an Audit Committee, a Pension Review Committee and, as of November 2016, a Governance, Nominating and Compensation Committee. The Governance, Nominating and Compensation Committee has, for the current proxy season, designated the Board of Directors as a whole with the authority to make all decisions with respect to nominations of persons to the Board of Directors and compensation of executive officers. In addition, the Company has adopted, in its Re-Stated By-Laws, a process for the Board’s review of Director nominees for re-nomination and/or vacancies as well as for new nominees generated internally or externally. This Director nomination or recommendation process includes circulation of Director Nominee Questionnaires, the review of the responses to those Questionnaires and such follow-up communications as the Board of Directors may deem appropriate, including subsequent interviews of the candidates with the Board of Directors. A draft of the charter for the Governance, Nominating and Compensation Committee has been prepared and when it is finalized it will be available on the Company’s website.

The Audit Committee consists of Messrs. Michael S. Betrus (Chairman), Michael R. Cellino, M.D.

and Michael C. Gross,

Michael S. Betrus

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PROPOSAL 1 — ELECTION OF DIRECTORS

It all non-employee, independent (as defined in NASDAQ listing standards), and financially literate directors. The Audit Committee is intended that proxies solicitedresponsible for reviewing the financial information which will be provided to the shareholders and others, the system of internal controls which management and the Board of Directors has established, the performance and selection of independent auditors and the Company’s audit and financial reporting process. During fiscal year 2016, the Committee met four (4) times to examine the results of the financial statements and reports prepared by the independent public accountants, and then held discussions with the Board of Directors. The Company’s Restated Audit Committee Charter was adopted by the Board of Directors will, unless otherwise directed, be votedon December 8, 2014.

The Pension Review Committee consists of Messrs. Ronald L. Frank (Chairman), Frank B. Silvestro, Michael R. Cellino, M.D. and Michael C. Gross. The Committee held one (1) meeting during fiscal year 2016. The principal functions of the Pension Review Committee are to electreview changes to the two nomineesretirement plans necessitated by law or regulation and to determine whether the Company’s retirement plans meet the compensation goals for Class A Directors and the five Class B Directors named below. HoldersCompany’s employees as established by the Board of Directors.

Controlled Company Status

Our shares of Class A Common Stock are not entitledlisted on TheNASDAQ Stock Market (“NASDAQ”). NASDAQ requires all of its listing companies to vote onbe in compliance with NASDAQ’s standards of corporate governance set forth in the electionNASDAQ Marketplace Rules (NASDAQ CG Rules). We have certified to the NASDAQ that we are in compliance with the NASDAQ CG Rules except for those NASDAQ CG Rules relating to the Director Nominations Process, the Compensation of Officers and Board Compensation. For these items, we relied upon the “controlled company” exception found in the NASDAQ CG Rules. A “controlled company” is a listing company where more than 50 percent of the Class B Director nominees.voting power of the listing company is in the control of a group. As of July 31, 2016, a group that holds more than 50 percent of the voting power of our Common Stock, consisting of Messrs. Frank B. Silvestro, Ronald L. Frank, Gerald A. Strobel, Gerard A. Gallagher, Michael C. Gross and Robert Santa Maria and members of their families, does exist. Therefore, we are a “controlled company” for purposes of the NASDAQ CG Rules.

Information Concerning Nominees

The Board of Directors will consider nominees proposed for electionDirectors recommended by shareholders. Shareholders wishing to recommend a director candidate for consideration by the Board of Directors are all presently memberscan do so by writing to the Secretary of Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York, 14086. Nominations must be received not later than the close of business on the 120^th day prior to the first anniversary of the Board.previous year’s Annual Shareholders Meeting and not earlier than the close of business on the 180^th day prior to the first anniversary of the preceding year’s Annual Shareholders Meeting. In no event shall any adjournment or postponement of an Annual Meeting or the announcement

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thereof commence a new time period for the giving of a shareholder’s notice as described above. Nominations must meet the requirements of Article II, Section 4.A.1. of the Company’s Re-stated By-Laws dated February 25, 2016.

In evaluating candidates, the Board considers the entirety of each candidate’s credentials to ensure that the Board consists of individuals who collectively provide meaningful counsel to management. The Board does not maintain a specific diversity policy. It believes that diversity is an expansive attribute that includes differing points of view, professional experience and expertise, and education, as well as more traditional diversity concepts. The Board considers the candidates’ character, integrity, experience, understanding of strategy and policy-setting, and reputation for working well with others. If candidates are recommended by our shareholders, then such candidates will be evaluated using the same criteria. With respect to nomination of continuing directors for re-election, the individual’s past contributions to the Board are also considered.

Board of Directors Leadership, Structure and Risk Oversight

The Class A nomineesBoard of Directors operates under the leadership of its Chairman. The Company’s restated by-laws require that the offices of Chairman of the Board, CEO and Class B nominees named herein, if electedSecretary must be held by separate individuals. Notwithstanding anything to the contrary in the previous sentence, in the event of removal, incapacity, or extended leave of the CEO, the Chairman of the Board will act as Directors, will hold officethe CEO temporarily, until the next succeeding Annual Meeting of Shareholders and until their successors are duly elected and qualified. In the event either nominee for Class A Director becomes unavailable andCEO returns or is replaced by a vacancy exists, it is intended that the persons named in the proxy may vote for a substitute who will be recommended by the remaining Class A Director. In the event a nominee for Class B Director becomes unavailable and a vacancy exists, it is intended that the persons named in the proxy may vote for a substitute who will be recommended by the remaining Class B Directors.

Each Director is elected to hold office until the next annual meeting of shareholders and until his successor is elected and qualified. Executive officers are elected annually and serve at the discretionresolution of the Board of Directors. The SecuritiesCompany believes the current leadership structure provides the appropriate balance of oversight, independence, administration and Exchange Commission’s rules require us to discuss briefly the specific experience, qualifications, attributes or skills that led our Board of Directors to conclude that each Director or nominee for Director shall serve on our Board of Directors. We have provided this discussionhands-on involvement in the section below.

Business Experience of Nominees

Mr. Frank B. Silvestro is a founder of the Company and has served as a Vice President and a Director since its inception in 1970. In August 1986, he became Executive Vice President. In August 2013, he was appointed Chairmanactivities of the Board of Directors. He also serves onDirectors that are required for the Pension Review Committee. Mr. Silvestroefficient conduct of corporate governance activities.

The Company has a B.A.standing Audit Committee established in physics and an M.A. in biophysics.

Mr. Gerald A. Strobel is a founderaccordance with section 3(a)(58)(A) of the CompanySecurities Exchange Act of 1934 and the requirements of NASDAQ. Messrs. Betrus and Gross and Dr. Cellino serve as members of the Audit Committee. The Board of Directors has served as a Vice President and a Director since its inception in 1970. In August 1986, he became Executive Vice President of Technical Services.designated Mr. Strobel servedBetrus as the Company’s Chief Executive Officer from August 2013 through March 2015 when he resigned as an officer and employee of the Company. Mr. Strobel is a registered Professional Engineer in the state of New York, and has a B.S. in civil engineering and a M.S. in sanitary engineering.

Mr. Ronald L. Frank is a founder of the Company and has served as Secretary, Treasurer, Vice President of Finance and a Director sincefinancial expert serving on its inception in 1970. In August 1986, he became Executive Vice President of Finance. On January 18, 2008, Mr. Frank resigned his position as Chief Financial Officer and Treasurer of the Company. Mr. Frank continues in his

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positions as Executive Vice President, Secretary and Director of the Company, and also serves as Chairman of the Pension Review Committee. Mr. Frank has a B.S. in engineering and a M.S. in biophysics.

Messrs. Silvestro, Strobel and Frank each have over forty years of work experience in managing the Company and knowing its customers, that make them uniquely qualified to serve as Directors.

Mr. Gerard A. Gallagher, Jr. joined the Company in 1972, has served as a Director since 1986, and retired from the Company in February 2001 as a Senior Vice President. Mr. Gallagher has a B.S. in physics. Mr. Gallagher’s tenure of over 38 years with the Company, principally in government contracting, provides an important understanding of the Company’s markets that makes him a valuable member of the Board of Directors.

Mr. Michael C. Gross has been a Director of the Company since 2010, and currently serves on the Audit Committee, and the Pension Review Committee. Mr. Gross has been employed by New York State Department of Taxation and Finance as an auditor since 1983. He has a B.S. in accounting and is a licensed property and casualty insurance broker. Mr. Gross’ accounting and insurance experience provide valuable experience and perspective to the Board of Directors.

Dr. Michael R. Cellino has been a Director of the Company since January 15, 2015. Dr. Cellino was also appointed to serve on the Company’s Audit Committee. Dr. Cellino is a physician with a license to practice medicine from New York State, is board certified in internal medicine, and has been a shareholder and employee of Buffalo Medical Group, PC (“BMG”), located in Buffalo, New York since 1991. At BMG Dr. Cellino has served in various governance roles, including Corporation Secretary, Chairman of the Governance Committee, Chairman of the Budget and Audit Committee and a Member of the Finance Committee. He currently serves as Chairman of BMG’s Governance Committee and a member of BMG’s Budget and Audit Committee. His experience with oversight related to cost management and budgetary forecasting provides valuable financial perspective and insight to the Board of Directors. Additionally, with over 30 years of experience as a medical doctor, Dr. Cellino also provides valuable experience for oversight and management of the Company’s health and safety policies and practices.

Mr. Michael S. Betrus has been a director of the Company since May 2014, and currently serves as Chairman of the Audit Committee. From 2005 until his retirementMessrs. Betrus and Gross and Dr. Cellino are each independent, as that term is used in May 2015,Item 407 (a) (as to Messrs. Betrus and Gross and Dr. Cellino) and 407 (d)(5)(i)(B) (as to just Mr. Betrus served as Senior Vice PresidentBetrus) of Regulation S-K and Chief FinancialRule 5605 (a)(2) of the NASDAQ listing standards in that none of them is an employee of the Company, nor is there any family relationship of those three individuals to the Company’s other Directors or any Executive Officer of Power Drives, Inc, a manufacturing and industrial distribution company located in Buffalo, New York. He previously served as the Company’s Accounting and Contracts Manager from 1994 to 2005. He has an M.S. in accounting and is a Certified Public Accountant in New York State. Mr. Betrus has been designated asCompany. The Restated Charter of the Audit Committee is available on the Company’s website. As Dr. Cellino will not be standing for re-election we anticipate that one of the new Directors will be added to the Audit Committee.

The Board of Directors is responsible for overseeing the Company’s risk profile and management’s processes for managing risk. This oversight is conducted primarily through the Audit Committee. The Audit Committee focuses on financial expert. With over 35 yearsrisks, including those that could arise from accounting and financial reporting processes, as well as review of accounting,overall risk functions and senior management’s establishment of appropriate systems and processes for managing areas of material risk to the Company, including, but not limited to, operational, financial, management, contractual oversightlegal, regulatory and forecasting experience, Mr. Betrus provides valuable financial perspectivestrategic risks.

Shareholder Communications with the Board of Directors

Shareholders may communicate with the Company’s Board of Directors through the Company’s Secretary by sending an email to rfrank@ene.com or by writing to the following address: Board of Directors, c/o Secretary, Ecology and insightEnvironment, Inc., 368 Pleasant View Drive, Lancaster, New York 14086. The Company’s Secretary will forward all correspondence to the Board of Directors, except for spam, junk mail, mass mailings, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. The Company’s Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within the Company for review and possible response.

Audit Committee Report

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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Schneider Downs & Co. Inc. (“Schneider Downs”) was dismissed as the independent registered public accounting firm of Ecology and Environment, Inc. (the “Company”), effective November 6, 2015 (the “Dismissal Date”). Schneider Downs’ dismissal was recommended by the Audit Committee and approved by the Board of Directors.

Schneider Downs’ reports on the financial statements of the Company for the fiscal years ended July 31, 2015 and 2014 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal years ended July 31, 2015 and 2014, and through the Dismissal Date: (i) there were no disagreements between the Company and Schneider Downs on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Schneider Downs’ satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the financial statements of the Company for such years; and (ii) there were no reportable events of the type described in Item 304(a)(1)(v) ofRegulation S-K.

The Company had provided Schneider Downs with a copy of the foregoing disclosure and requested that Schneider Downs furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with such disclosure. A copy of Schneider Downs’ letter is attached as Exhibit 16.1 to the Current Report onForm 8-K dated November 6, 2015.

Ernst & Young LLP (“EY”) was engaged as the successor independent registered public accounting firm, effective November 6, 2015. The appointment of EY was recommended by the Audit Committee and approved by the Board of Directors.

At no time during the fiscal years ended July 31, 2015 and 2014 and the subsequent interim period through the Dismissal Date did the Company engage with EY as either the principal accountant to audit the Company’s financial statements, or as an independent accountant engaged to audit a significant subsidiary of the Company. In addition, at no time during the Company’s two most recent fiscal years and the subsequent interim period through the Dismissal Date did the Company consult with EY 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, and no written report or oral advice was provided by EY to the Company that Schneider Downs concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) ofRegulation S-K or a “reportable event” as described in Item 304(a)(1)(v) ofRegulation S-K.

The Audit Committee has reviewed and discussed the Company’s audited financial statements for fiscal year ending July 31, 2016 with the Company’s Management and Ernst & Young LLP. The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by SAS 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 communications from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding communications by Ernst & Young LLP with the Audit Committee concerning independence and has discussed with Ernst & Young LLP their independence from the Company. Based on their review of the materials outlined above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2016 for filing with the Securities and Exchange Commission.

The Audit Committee has considered whether provision of the services described above is compatible with maintaining the independent accountant’s independence and has determined that such services have not adversely affected Ernst & Young LLP’s independence.

Respectfully Submitted,

Meetings and Committees of the Board of Directors

During the fiscal year ended July 31, 2015,2016, the Board of Directors held four (4)eight (8) meetings. Each director of the Company attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings of the committees of the Board of Directors in which he served during the period for which he served. The Company’s directors are strongly encouraged to attend the annual meetingAnnual Meeting of shareholders.Shareholders. All of the Company’s directors attended last year’s annual meeting.Annual Meeting.

The Board of Directors has an Audit Committee, and a Pension Review Committee and, as of November 2016, a Governance, Nominating and Compensation Committee. The Board of Directors does not have a nominating committee or a compensation committee. As itGovernance, Nominating and Compensation Committee has, no nominating committee, it has not adopted a charter for such a committee. Thethe current proxy season, designated the Board of Directors as a whole makeswith the authority to make all decisions with respect to nominations of persons to the boardBoard of directorsDirectors and compensation of executive officers. TheIn addition, the Company has adopted, in its Re-Stated By-Laws, a process for the Board’s review of Director nominees for re-nomination and/or vacancies as well as for new nominees generated internally or externally. This Director nomination or recommendation process includes circulation of Director Nominee Questionnaires, the review of the responses to those Questionnaires and such follow-up communications as the Board of Directors may deem appropriate, including subsequent interviews of the candidates with the Board of Directors. A draft of the charter for the Governance, Nominating and Compensation Committee has not adopted a policy regarding the consideration of any director candidate recommended by security holders becausebeen prepared and when it is a “controlled company” underfinalized it will be available on the National Association of Securities Dealers Automated Quotations (NASDAQ) Rules and historically has not received nominations from its shareholders.Company’s website.

The Audit Committee consists of Messrs. Michael S. Betrus (Chairman), Michael R. Cellino, M.D. and Michael C. Gross, all non-employee, independent (as defined in NASDAQ listing standards), and financially literate directors. The Audit Committee is responsible for reviewing the financial information which will be provided to the shareholders and others, the

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system of internal controls which management and the Board of Directors has established, the performance and selection of independent auditors and the Company’s audit and financial reporting process. During fiscal year 2015,2016, the Committee met four (4) times to examine the results of the financial statements and reports prepared by the independent public accountants, and then held discussions with the Board of Directors. The Company’s Restated Audit Committee Charter was adopted by the Board of Directors on December 8, 2014.

The Pension Review Committee consists of Messrs. Ronald L. Frank (Chairman), Frank B. Silvestro, Michael R. Cellino, M.D. and Michael C. Gross. The Committee held one (1) meeting during fiscal year 2015.2016. The principal functions of the Pension Review Committee are to review changes to the retirement plans necessitated by law or regulation and to determine whether the Company’s retirement plans meet the compensation goals for the Company’s employees as established by the Board of Directors.

Compensation of Directors

With the exception of Gerard A. Gallagher, Jr., for the fiscal year ending July 31, 2015 each Director who is not an employee of theControlled Company is paid an annual director’s fee of $36,611 per annum. The director’s fee is paid quarterly. Mr. Gallagher is paid $5,947.17 per month for services as a consultant to the Company and for compensation for serving as a Director of the Company.

In July, 2015, the Board of Directors increased annual director compensation to $55,000 for Mr. Betrus and $50,000 for Mr. Gross and Dr. Cellino, effective August 1, 2016, in recognition of their roles as Chairman and members of the Audit Committee. For fiscal year 2016, compensation will be in the form of cash ($36,611 per annum for each) and stock (valued at $18,389 for Mr. Betrus and $13,389 for Mr. Gross and Dr. Cellino). In September 2015, the Company issued 1,833 shares, 1,350 shares, 1,350 shares of Class A Common Stock to Mr. Betrus, Mr. Gross and Dr. Cellino, respectively. These shares vested immediately upon issuance, subject to certain restrictions regarding transfer of the shares that will expire no later than August 1, 2016.

Corporate Governance/NASDAQ RulesStatus

Our shares of Class A Common Stock are listed on the National Association of Securities Dealers Automated Quotations (NASDAQ)TheNASDAQ Stock Market.Market (“NASDAQ”). NASDAQ requires all of its listing companies to be in compliance with NASDAQ’s standards of corporate governance set forth in the NASDAQ Marketplace Rules (NASDAQ CG Rules). We have certified to the NASDAQ that we are in compliance with the NASDAQ CG Rules except for those NASDAQ CG Rules relating to the Director Nominations Process, the Compensation of Officers and Board Compensation. For these items, we relied upon the “controlled company” exception found in the NASDAQ CG Rules. A “controlled company” is a listing company where more than 50 percent of the voting power of the listing company is in the control of a group. As of July 31, 2015,2016, a group that holds more than 50 percent of the voting power of our Class A and Class B Common Stock, consisting of Messrs. Frank B. Silvestro, Ronald L. Frank, Gerald A. Strobel, Gerard A. Gallagher, Jr., and Michael C. Gross and Robert Santa Maria and members of their families, does exist. Therefore, we are a “controlled company” for purposes of the NASDAQ CG Rules.

The Board of Directors will consider nominees for Directors recommended by shareholders. Shareholders wishing to recommend a director candidate for consideration by the Board of Directors can do so by writing to the Secretary of Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York, 14086, giving the candidate’s name, biographical data and qualifications. Any such notice of recommendation should be accompanied by a current resume of the individual and a written statement from the individual of his or her consent to be named as a candidate and, if nominated and elected, to serve as a director. Suggested nominations for consideration by the Board of Directors14086. Nominations must be received at least 60 daysnot later than the close of business on the 120^th day prior to the annual shareholders meeting. Infirst anniversary of the event that the Proposed Bylaws are approved by the shareholders as described in Proposal 2, then director nominations proposed by shareholders for inclusion in the Company’s Proxy Statement for the nextprevious year’s Annual Shareholders Meeting of Shareholders will be required to be received no laterand not earlier than the 120close of business on the 180^th day prior to the first anniversary of the preceding year’s Annual Shareholders Meeting. In no event shall any adjournment or postponement of an Annual Meeting or the announcement

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thereof commence a new time period for the giving of a shareholder’s notice as described above. Nominations must meet the requirements of Article II, Section 4.A.1. of the Company’s Re-stated By-Laws dated February 25, 2016.

In evaluating candidates, the Board considers the entirety of each candidate’s credentials to ensure that the Board consists of individuals who collectively provide meaningful counsel to management. The Board does not maintain a specific diversity policy. It believes that diversity is an expansive attribute that includes differing points of view, professional experience and

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expertise, and education, as well as more traditional diversity concepts. The Board considers the candidates’ character, integrity, experience, understanding of strategy and policy-setting, and reputation for working well with others. If candidates are recommended by our shareholders, then such candidates will be evaluated using the same criteria. With respect to nomination of continuing directors for re-election, the individual’s past contributions to the Board are also considered.

Board of Directors Leadership, Structure and Risk Oversight

The Board of Directors operates under the leadership of its Chairman. The Company’s restated by-laws require that the offices of Chairman of the Board, CEO and Secretary must be held by separate individuals. Notwithstanding anything to the contrary in the previous sentence, in the event of removal, incapacity, or extended leave of the CEO, the Chairman of the Board will act as the CEO temporarily, until the CEO returns or is replaced by a resolution of the Board of Directors. The Company believes the current leadership structure provides the appropriate balance of oversight, independence, administration and hands-on involvement in activities of the Board of Directors that are required for the efficient conduct of corporate governance activities.

The Company has a standing Audit Committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934 and the requirements of NASDAQ. Messrs. Betrus and Gross and Dr. Cellino serve as members of the Audit Committee. The Board of Directors has designated Mr. Betrus as the financial expert serving on its Audit Committee, as Chairman of the Audit Committee. Messrs. Betrus and Gross and Dr. Cellino are each independent, as that term is used in Item 407 (a) (as to Messrs. Betrus and Gross and Dr. Cellino) and 407 (d)(5)(i)(B) (as to just Mr. Betrus) of Regulation S-K and Rule 5605 (a)(2) of the NASDAQ listing standards in that none of them is an employee of the Company, nor is there any family relationship of those three individuals to the Company’s other Directors or any Executive Officer of the Company. The Restated Charter of the Audit Committee is available on the Company’s website. As Dr. Cellino will not be standing for re-election we anticipate that one of the new Directors will be added to the Audit Committee.

The Board of Directors is responsible for overseeing the Company’s risk profile and management’s processes for managing risk. This oversight is conducted primarily through the Audit Committee. The Audit Committee focuses on financial risks, including those that could arise from accounting and financial reporting processes, as well as review of overall risk functions and senior management’s establishment of appropriate systems and processes for managing areas of material risk to the Company, including, but not limited to, operational, financial, legal, regulatory and strategic risks.

Shareholder Communications with the Board of Directors

Shareholders may communicate with the Company’s Board of Directors through the Company’s Secretary by sending an email to rfrank@ene.com or by writing to the following address: Board of Directors, c/o Secretary, Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York 14086. The Company’s Secretary will forward all correspondence to the Board of Directors, except for spam, junk mail, mass mailings, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. The Company’s Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within the Company for review and possible response.

RecommendationAudit Committee Report

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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Schneider Downs & Co. Inc. (“Schneider Downs”) was dismissed as the independent registered public accounting firm of Ecology and Environment, Inc. (the “Company”), effective November 6, 2015 (the “Dismissal Date”). Schneider Downs’ dismissal was recommended by the Audit Committee and approved by the Board of DirectorsDirectors.

Schneider Downs’ reports on the financial statements of the Company for the fiscal years ended July 31, 2015 and 2014 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal years ended July 31, 2015 and 2014, and through the Dismissal Date: (i) there were no disagreements between the Company and Schneider Downs on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Schneider Downs’ satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the financial statements of the Company for such years; and (ii) there were no reportable events of the type described in Item 304(a)(1)(v) ofRegulation S-K.

The Company had provided Schneider Downs with a copy of the foregoing disclosure and requested that Schneider Downs furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with such disclosure. A copy of Schneider Downs’ letter is attached as Exhibit 16.1 to the Current Report onForm 8-K dated November 6, 2015.

Ernst & Young LLP (“EY”) was engaged as the successor independent registered public accounting firm, effective November 6, 2015. The appointment of EY was recommended by the Audit Committee and approved by the Board of Directors.

At no time during the fiscal years ended July 31, 2015 and 2014 and the subsequent interim period through the Dismissal Date did the Company engage with EY as either the principal accountant to audit the Company’s financial statements, or as an independent accountant engaged to audit a significant subsidiary of the Company. In addition, at no time during the Company’s two most recent fiscal years and the subsequent interim period through the Dismissal Date did the Company consult with EY 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, and no written report or oral advice was provided by EY to the Company that Schneider Downs concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) ofRegulation S-K or a “reportable event” as described in Item 304(a)(1)(v) ofRegulation S-K.

The Audit Committee has reviewed and discussed the Company’s audited financial statements for fiscal year ending July 31, 2016 with the Company’s Management and Ernst & Young LLP. The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by SAS 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 communications from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding communications by Ernst & Young LLP with the Audit Committee concerning independence and has discussed with Ernst & Young LLP their independence from the Company. Based on their review of the materials outlined above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2016 for filing with the Securities and Exchange Commission.

The Audit Committee has considered whether provision of the services described above is compatible with maintaining the independent accountant’s independence and has determined that such services have not adversely affected Ernst & Young LLP’s independence.

Respectfully Submitted,

THE AUDIT COMMITTEE

Michael S. Betrus, Chairman

Michael R. Cellino, M.D.

Michael C. Gross

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PROPOSAL 1 — ELECTION OF DIRECTORS

The Board of Directors recommendshas nominated each of Robert J. Untracht and Michael S. Betrus to serve as Class A directors and each of Frank B. Silvestro, Gerald A. Strobel, Ronald L. Frank, Marshall A. Heinberg and Michael C. Gross to serve as Class B directors, all until the next annual meeting of shareholders (subject to their respective earlier removal, death or resignation) or until their successors are elected and qualified. We have been advised by each of Messrs. Untracht, Betrus, Silvestro, Strobel, Frank, Heinberg and Gross that they are willing to be named as a nominee and each are willing to serve as a director if elected. We have no reason to believe that any of the shareholdersnominees will be unavailable or, if elected, will decline to serve. If, in the discretion of the Board, some unexpected occurrence should make necessary the substitution of some other person for the nominees, it is the intention of the persons named in the proxy to voteFOR for the election of eachsuch other person as may be designated by the Board.

Information Concerning Nominees

Each of the nominees listed herein.

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PROPOSAL 2 — APPROVE AN AMENDMENT AND RESTATEMENT TO THE COMPANY’S AMENDEDBY-LAWS, EXCEPT FOR THE AMENDMENT TO ARTICLE V, SECTION 2 (Removal of Directors)

Ourproposed for election to the Board of Directors at its December 10, 2015 meeting, has decidedare presently members of the Board except Robert J. Untracht and Marshall A. Heinberg.

The basic responsibility of a Company director is to exercise his or her business judgment prudently and act in a manner that it ishe or she believes in good faith to be in the best interestinterests of the Company and its shareholdersshareholders. The current directors consider individuals who have records for leadership and success in their areas of activity and who will make meaningful contributions to amend our existing amended By-Laws (the “Current Bylaws”),the Board. Nominees for directors are selected on the basis of board and management experience, character, integrity, ability to make independent analytical inquiries, business background, as well as an understanding of the Company’s business environment. We believe that each of the director nominees bring these qualifications in order to (i) set forth the advance notice requirements for a nominationpositive manner to our Board of Directors orDirectors. Moreover, the director nominees provide our Board with a complement of specific business skills, experience and perspectives.

On October 27, 2016, MRC transmitted a letter to the Company informing the Company of its proposal to nominate Justin C. Jacobs and Michael El-Hillow for other business proposals,election as applicable,Class A Directors. After a thorough review of each of MRC’s nominees based on information available to be properly brought by a shareholder before a meeting of shareholders, (ii)the Board, the Company determined that the Class A nominees and Class B nominees set forth advance notice requirements and other limitations on shareholder-requested special meetings, including limitations on the purposebelow are best suited as candidates for which such meetings may be called and the time periods during which such meetings may be called, and (iii) make other amendments to update the Current Bylaws to effect other minor clarifications and conforming changes. The complete text of the proposed amended and restated bylaws (the “Proposed Bylaws”) is contained inAppendix A to this proxy statement, and is marked to show the cumulative differences between the Current Bylaws and the Proposed Bylaws. Proposal 2 deals with all of the amendmentselection to the current Bylaws except for the amendments to Article V, Section 2 (removal of directors) which is discussed later in Proposal 3. You are urged to readAppendix A in its entirety, as the summary of the Proposed Bylaws contained in this Proposal is qualified in its entirety by reference toAppendix A.

Under Article XII of the Company’s Current Bylaws, our Board of Directors is permitted to amend the Current Bylaws with subsequent shareholder approval .

Summary of Amendments

If approved, the Proposed Bylaws would generally provide the following changes from the Current Bylaws.

Annual MeetingsBoard.

None of the Class A nominees or Class B nominees (nor any associates of such nominees) is a party to any material proceedings adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Executive officers are elected annually and serve at the discretion of the Board of Directors. Specific experience, qualifications, attributes and skills for each Director and executive officer follow.

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Special MeetingsMr. Frank B. Silvestro

Other Amendments

In additionand a contracted consultant to the above-described changes fromCompany. Mr. Silvestro has advised the Current Bylaws, the Proposed Bylaws: (i) establish a minimum number of Directors to be seven (7), and the minimum age for a Director at age 35, provides for their election based upon a majority of votes cast and requiresCompany that at least three (3) Directors be independent directors if there exists a control grouphe will resign his position as defined by the stock exchange where the Company’s shares are listed (e.g. NASDAQ) (seeCorporate Governance NASDAQ Rulesabove) or if no control group exists, then the majority of the Company’s directors shall be independent in Article IV, Sections 1 and 2; (ii) in Article IV, Section 1, the number of Class A Directors shall be at least 25% of theseatsChairman of the Board of Directors;Directors effective April 20, 2017.

Mr. Gerald A. Strobel is a co-founder of the Company and has served as a Vice President and a Director since its inception in 1970. In 1986, he became Executive Vice President of Technical Services. He served as the Company’s Chief Executive Officer (“CEO”) from 2013 until his retirement in 2015. He continues to serve as a Director of the Company and as a contracted consultant to the Company. Mr. Strobel is a registered Professional Engineer in the State of New York, and has a B.S. in civil engineering and a M.S. in sanitary engineering.

Mr. Ronald L. Frank is a co-founder of the Company and has served as Secretary, Treasurer, Vice President of Finance and a Director since its inception in 1970. In 1986, he became Executive Vice President of Finance. In 2008, Mr. Frank resigned his positions as Vice President of Finance and Treasurer of the Company. Mr. Frank continues in his positions as Secretary and Executive Vice President on a part-time basis. He also continues to serve as a Director of the Company, and as Chairman of the Pension Review Committee. Mr. Frank has a B.S. in engineering and a M.A. in Physics.

Messrs. Silvestro, Strobel and Frank and each have over forty years of work experience in managing the Company and knowing its markets and customers, which makes them uniquely qualified to serve as Directors of the Company.

Mr. Michael C. Gross has been a Director of the Company since 2010, and currently serves on the Audit Committee and the Pension Review Committee. Mr. Gross was employed by the Audit Division of the New York State Department of Taxation and Finance for 32 years before his retirement in March 2016. He has a B.S. in accounting and was a licensed property and casualty insurance broker from 2003 until 2016. Mr. Gross’ accounting and insurance experience provide valuable experience and perspective to the Board of Directors.

Mr. Michael S. Betrus has been a Director of the Company since 2014, and currently serves as Chairman of the Audit Committee. From 2005 until his retirement in 2015, Mr. Betrus served as Senior Vice President and Chief Financial Officer of Power Drives, Inc., a manufacturing and industrial distribution company located in Buffalo, New York. He previously served as the Company’s Accounting and Contracts Manager from 1994 to 2005. He has an M.S. in accounting and is a Certified Public Accountant in New York State. Mr. Betrus has been designated as the Audit Committee financial expert. With over 35 years of accounting, financial management, contractual oversight and forecasting experience, Mr. Betrus provides valuable financial perspective and insight to the Board of Directors.

Mr. Robert J. Untracht has been a Director of Siteworx LLC since 2016 and a Member of the Board of Advisors of Hexanika, Inc. since 2013. Mr. Untracht is currently also the Chairman of the Audit Committee of both Siteworx LLC and Hexanika, Inc. He previously served as a Member of the Board and Chairman of the Audit Committee at both DoubleLine Funds from 2010 to 2012 and Discus Dental LLC from 2005 to 2010 and has served as a member of other boards of directors including American Mobile Power Systems, Inc. and SM&A, where he also served as a member of their Governance and Nominating Committee. Mr. Untracht was formerly an Audit Partner with Ernst & Young LLP from 1981 to 1998. He has a J.D. from Southwestern University School of Law, an MBA from the State University of New York at Buffalo, and a B.S. in Computer Technology (engineering) from the New York Institute of Technology and is a Certified Public Accountant. He has extensive experience in government contracting, conducting audits and evaluating financial performance of domestic and international companies. As a director he has focused his efforts on developing collaborative corporate corrective actions and growth strategies. He has personally conducted due diligence on M&A transactions, has been involved with many investment banking and finance transactions. Mr. Untracht’s diverse experience in corporate finance, accounting, audit, strategic planning and business development will make him a valuable member of the Board of Directors. He was recommended to E & E’s Board by the former Managing Director and Head of Industrial Growth Technology at Wedbush Industries.

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Mr. Marshall A. Heinberg served as Head of the Investment Banking Department and as a Senior Managing Director of Oppenheimer & Co. Inc., from January 2008 through June 2012. Mr. Heinberg began his investment banking career in 1987 in the Corporate Finance Division of Oppenheimer & Co. Inc., which was acquired by the Canadian Imperial Bank of Commerce (“CIBC”) in 1997. Mr. Heinberg held several senior roles at CIBC World Markets including serving as a member of the U. S. Management Committee. Over the course of his career, Mr. Heinberg has held responsibility for various industry sectors including environmental, industrial growth, technology and telecommunications. His transaction experience includes public and private debt and equity financings as well as numerous exclusive sale and strategic advisory assignments. Mr. Heinberg has worked on several financing and merger and acquisition transactions with many of the leading environmental engineering and consulting firms. Mr. Heinberg was named Head of CIBC’s U.S. Investment Banking Department in 2001. Mr. Heinberg is the founder and Managing Director of MAH Associates, LLC which provides strategic advisory and consulting services. Mr. Heinberg also serves as a Senior Capital Markets Advisor to Burford Capital. Mr. Heinberg served as a director of National Financial Partners Corp., a business that provides advisory and brokerage services to corporate and high net worth individuals until the company was acquired by Madison Dearborn in July 2013. Since 2010, he has also served as a director of Universal Biosensors Inc., a medical diagnostics company focused on the point-of-care market which is listed on the Australian Stock Exchange and served on the Board of Image Entertainment, a leading independent licensee and distributor of entertainment programming in North America until the Company was acquired. Mr. Heinberg has a B.S. in economics from the Wharton School at the University of Pennsylvania and a J.D. from Fordham Law School. Mr. Heinberg’s extensive experience in banking, insurance and strategic consulting will allow him to provide valuable input to the Board of Directors may increase itson strategic direction, succession, compensation and other management issues.

Messrs. Betrus and Gross are each independent, as that term is used in Item 407 (a) (as to Messrs. Betrus and Gross) and 407 (d)(5)(i)(B) (as to just Mr. Betrus) of Regulation S-K and Rule 5605 (a)(2) of the NASDAQ listing standards in that none of them is an employee of the Company, nor is there any family relationship of those two individuals to the Company’s other Directors or any Executive Officer of the Company. If elected, Messrs. Untracht and Heinberg, as Class A and Class B Directors respectively, would each be independent under the aforementioned NASDAQ listing standards.

For additional information regarding the Company’s director nominees, see Annex A entitled “Additional Information Regarding Participants in the Solicitation.”

Required Vote

The two persons receiving the highest number upon aof affirmative votes cast by holders of the Class A Common Stock present in person or represented by proxy and entitled to vote thereon at the Annual Meeting will be elected as Class A Directors. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

The five persons receiving the affirmative vote of approval of at least two-thirds (2/3) of the Directors, and only if the resulting whole number of “A” Directors is at least 25% of the total number of Directors; and each of the Directors of each class shall be elected by greater than 50%a majority of the votes cast by shareholdersholders of that classClass B Common Stock present in person or represented by proxy and entitled to vote thereon at the election. With regardAnnual Meeting is required to elect each of the five persons nominated as Class B directors. Abstentions and broker non-votes, which are not considered “votes cast,” will reduce the absolute number, but not the overall percentage, of affirmative votes required to elect each Class B director.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH NOMINEE LISTED ABOVE.

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PROPOSAL 2 – ADOPTION OF THE ECOLOGY AND ENVIRONMENT, INC. 2016 STOCK AWARD PLAN

On July 14, 2016, the Board of Directors approved for submission to the electionShareholders the Ecology and Environment, Inc. 2016 Stock Award Plan (the “2016 Stock Plan”) as set forth on Annex B to this Proxy Statement. The following is a summary of Directors, votes may be castthe material terms of the 2016 Stock Plan and is qualified in favor, against or abstained; votes that are abstainedall respects by the terms of the 2016 Stock Plan. Please refer to Annex B for more complete and detailed information with respect to the 2016 Stock Plan.

The 2016 Stock Plan is designed to provide incentives which will attract and maintain highly competent persons and officers, key employees and non-employee directors of the Company. This will be excluded entirely from the vote and will have no effect. Accordingly, abstentions will not affect the outcome of the election; if a Director nominee or an existing Director does not receive greater than 50% of votes cast for his respective class in the election or re-election, said Director nominee is either not elected or immediately removed from the Board and is not eligible for appointmentaccomplished by the Board of Directors awarding shares to fill a vacancy for that election year; (iii) provide greater definition of the Board’s oversight role overparticipants under the operation of the Company and its subsidiaries in Article IV, Section 6; (iv) provide greater definition of the role and tenure of the Chairman of the Board; in Article V, Sections 2, 4, and 7; (v) describe the operation of the Audit Committee and now provides for a Governance Committee in Article VI, Sections 2 and 3, respectively; (vi) clarify the role of the Company’s Chief Executive Officer and President in Article VIII Section 6; (vii) describe the role of the Company’s Chief Operating Officer in Article VIII, Sections 7 and 8; (viii) update the method of the issuance and transfer of the Company’s shares of stock to include uncertificated shares through the Direct Registration System in Article IX, Sections 1 and 4; (ix) provides that the Chairman of the Board cannot serve as the Chief Executive Officer except in the event of removal, incapacity, or extended leave of the Chief Executive Officer, where the Chairman of the BoardPlan. The 2016 Stock Plan will act as the Chief Executive Officer temporarily, until the Chief Executive Officer returns, or is replacedbe administered by a resolutioncommittee of at least three Directors selected by the Board of Directors (the “Committee”). Absent a change in Article VIII, Section 2; (x) providethe Company’s capitalization, the total number of shares that proxies deliveredmay be awarded under the 2016 Stock Plan will not exceed 200,000. The Committee is authorized to determine the employees, officers and non-employee directors to whom awards of shares as bonuses (the “Awards”) may be made, the times at which such Awards are made, the number of shares awarded and any restrictions on the vesting of such shares. Shares will be awarded at their fair market value on the date of Award may be subject to restrictions as determined by shareholdersthe Committee and will be held in escrow by the Company until the restrictions to which they are subject shall lapse. Under the 2016 Stock Plan any shares which are subject to Awards that are reacquired by the Company pursuant to the rights reserved by the Company on the issuance of such Awards are again available for reissuance. This provision could have the effect of increasing the number of shares remaining available for grant.

For Federal income tax purposes, the recipient of an Award must recognize ordinary income equal to the fair market value of the shares when they are no longer subject to a mattersubstantial risk of forfeiture and the Company will receive a deduction for the same amount at that time. The tax consequences described above are the general rules and are subject to change. Participants should consult their own tax advisors since a taxpayer’s particular situation may be voted onsuch that the rules described above may vary.

No Awards have been granted under the 2016 Stock Plan prior to the date of this Proxy Statement. It is not possible to determine at a shareholder meeting mustthis time what other benefits will be received by the voting inspector at least ten minutesemployees, officers and non-employee directors under the 2016 Stock Plan because the granting of Awards is within the discretion of the Committee.

The 2016 Stock Plan became effective on October 26, 2016, subject to approval of shareholders. The Stock Plan will terminate on October 26, 2021, unless a different termination date is fixed by the shareholders, but no such termination shall effect the prior rights under the 2016 Stock Plan of the Company or of anyone to whom such shares have been transferred prior to the scheduled and noticed meeting time for that meeting in Article III, Section 3; (xi) provide that shareholders lists maintained by the Corporation are confidential and that relevant portions of the shareholder lists may be shown to shareholders entitled to vote at shareholder meetings in order to address voting challenges by verifying that the names of particular shareholders entitled to vote appear thereon, but the shareholder list will only be provided to third parties if required by legal process or on a strict need to know basis for good cause shown and business purposes of the Corporation, in Article IX, Section 7; and (xii) provide other minor clarifications and conforming changes to various provisions of the Current Bylaws.

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In addition, some of the amendments to the Current Bylaws incorporate corporate governance provisions that are stated in the Company’s Restated Certificate of Incorporation dated February 23, 1996, and thus are not amendments to any shareholder rights described in the Proposed Bylaws. Those non-material conforming amendments in the Proposed Bylaws include the following: (a) in Article IV, Section 1, the Proposed Bylaws provision states that Directors shall only be elected by shareholders of each respective Class (i.e.: Class A shareholders can only vote for Class A Directors and Class B shareholders can only vote for Class B Directors); and (b) in Article III, Sections 2 and 3, the Proposed Bylaws provision states that voting rights of the Class A and B shareholders are weighted, where each Class B share is entitled to one (1) vote, and each Class A share is entitled to one-tenth (1/10th) of one vote.termination.

Effectiveness of Proposed Bylaws

If approved, the Proposed Bylaws will become effective immediately following the Annual Meeting.

Required Vote Required

The affirmative vote representingof a majority of votes cast by holders of sharesthe Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve the 2016 Stock Plan. You may vote for or against this Proposal. Ifresolution, or you may abstain. Abstentions which are not considered “votes cast,” will reduce the beneficial owner of your shares of common stock, your broker, bank or nominee is prohibited to vote your shares of common stock without instructions from you on matters that are considered significant. This Proposal is considered significant. Therefore, if you doabsolute number, but not vote by proxy, your broker, bank or other nominee cannot vote your shares of common stock on the Proposal and your shares will be considered broker “non-votes”. Abstentions and broker “non-votes” will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will have no effect on the Proposal as abstentions and broker non-votes will not be counted in determining the number of votes cast.

Board Recommendations

Our Board of Directors believes that the Proposed Bylaws are in the best interestoverall percentage, of the Company and its shareholders becauseaffirmative votes required to approve the Proposed Bylaws will enhance our corporate governance. In particular, our Board of Directors believes that the amendments relating to the advance notice requirements for nominations to our Board of Directors and for other business are designed in a manner that recognizes the rights of shareholders while providing appropriate procedural protections to safeguard the rights and interests of all of our shareholders generally.

With respect to the inclusion of advance notice requirements in the Proposed Bylaws, our Board of Directors believes that such procedures will enable the presiding office to run an orderly meeting of shareholders, notwithstanding the presentation of contested business. In addition, advance notice requirements in our bylaws, both for business to be presented at meetings and for board nominations, will give our Board of Directors the time and information needed to consider the proposed business or nominees, to inform our shareholders, and, if appropriate, to give shareholders the benefits of our Board of Director’s recommendations. However, shareholders should be aware that the proposed advance notice requirements may preclude a nomination for the election of directors or the conduct of business at a particular meeting if the procedures are not followed correctly. Our Board of Directors believes that the advance notice requirements set forth in the Proposed Bylaws may also serve to protect against unsolicited takeover proposal or attempts to gain control of our Board or Directors, and will help to ensure that our Board of Directors has adequate time to prepare for any pending or threatened change of control, such that the board may respond more effectively and in the interests of all of our shareholders generally.

With respect to the other changes being made in the Proposed Bylaws, our Board of Directors believes that such changes update the Current Bylaws to enhance and modernize the provisions and procedures set forth therein.2016 Stock Plan.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends that the shareholders vote“FOR Proposal 2.

The proposed amendment (except for” the amendment to Article V, Section 2, which isapproval of the subject of Proposal 3 and which is being voted upon separately) would amend the Company’s By-Laws as described in Exhibit A to this Proxy Statement.2016 Stock Plan.

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PROPOSAL 3 — APPROVE AN AMENDMENT TO THE COMPANY’S AMENDED BYLAWS CONCERNING ARTICLE V, SECTION 2 (Removal of Directors)

As stated in the preceding discussion in Proposal 2, our Board of Directors, at its December 10, 2015 meeting, has decided that it is in the best interest of the Company and its shareholders to amend our Current Bylaws. Besides the amendments to the Current Bylaws described in Proposal 2, the Board of Directors also adopted an amendment to Article V, Section 2 (which now becomes Article IV, Section 3 of the Proposed Bylaws) which deals with the manner in which directors can be removed. The complete text of the proposed amendment to Article V, Section 2 (which now becomes Article IV, Section 3 of the Proposed Bylaws) is contained inAppendix A to this proxy statement, and is marked to show the cumulative differences between the Current Bylaws and the Proposed Bylaws. You are urged to readAppendix A in its entirety, as the summary of the amendment to Article V, Section 2 contained in this Proposal is qualified in its entirety by reference toAppendix A.

Under Article XII of the Company’s Current Bylaws, our Board of Directors is permitted to amend the Current Bylaws with subsequent shareholder approval.

Summary of Amendment

If approved, the amendment to Article V, Section 2 of the Current Bylaws (which now becomes Article IV, Section 3 of the Proposed Bylaws) would generally provide the following changes:

Article V, Section 2 of the Current Bylaws allows a director to be removed either by: (a) a vote of shareholders, with or without cause by the shareholders at a meeting called for that purpose or (b) by the action of the directors, for cause, at a meeting of directors called for that purpose. The Proposed Bylaws changes this provision to now provide in Article IV, Section 3 to: (x) remove the ability of the Directors to remove a director for cause and (y) state that the removal of directors can only occur, with or without cause, by the majority vote of the respective class of Shareholders at an annual or special meeting called for that purpose. The Proposed Bylaw change reflected in Article IV, Section 3 is in conformance with NY Business Corporation Law Section 706 (c) (2).

Effectiveness ofthe Amendment to Article V, Section 2 of the Current Bylaws

If approved, the Amendment to Article V, Section 2 of the Current Bylaws will become effective immediately following the Annual Meeting.

Vote Required

The affirmative vote representing a majority of votes cast by holders of shares present, or represented by proxy, at the Annual Meeting and entitled to vote thereon is required to approve Proposal 3. If you are the beneficial owner of your shares of common stock, your broker, bank or nominee is prohibited to vote your shares of common stock without instructions from you on matters that are considered significant. Proposal 3 is considered significant. Therefore, if you do not vote by proxy, your broker, bank or other nominee cannot vote your shares of common stock on the Proposal and your shares will be considered broker “non-votes”. Abstentions and broker “non-votes” will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will have no effect on the voting for Proposal 3 as abstentions and broker non-votes will not be counted in determining the number of votes cast.

Recommendation of the Board of Directors

Our Board of Directors believes that the proposed amendment to Article V, Section 2 which now appears as Article IV, Section 3 in the Proposed Bylaws is in the best interest of the Company and its shareholders because this change is conformance with the New York Business Corporation law and reflects the separate voting that exists for the election of Class A directors and Class B directors by the Class A shareholders and Class B shareholders, respectively.

The Board of Directors recommends that the shareholders voteFOR Proposal 3.

The proposed amendment to Article V, Section 2 in the Current Bylaws and now appears in Article IV, Section 3 of the Proposed Bylaws would amend the Company’s Bylaws as described in Exhibit A to this Proxy Statement.

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PROPOSAL 4 — APPROVE AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION

Background

Our Board of Directors is requesting shareholder approval of an amendment to our restated certificate of incorporation, in the form attached hereto asAppendix B, to include a provision for the election of directors by majority vote of the votes cast at the Annual Meeting of Shareholders. Currently, under applicable New York State law the Company’s directors are elected by a plurality of the votes cast at the Annual Meeting of Shareholders. At the December 10, 2015 meeting of the Board of Directors an amendment to the Company’s restated certificate of incorporation was adopted, subject to shareholder ratification that eliminated plurality election of directors and substituting their election by a majority of the votes cast, unless there is a contested election, in which case it will be a plurality of votes cast by the respective class of shareholders. The term “majority of votes cast” means the number of votes “for” a director exceeds the number of votes “withheld” or cast “against” that director; abstentions and broker non-votes shall not constitute votes cast or voted withheld. The Board believes that increased voting in favor of the directors nominated more closely aligns the interest of the Company’s shareholders with its directors.

Voting Requirements

The affirmative vote representing the holders, either in person or by proxy, of a majority of the outstanding shares entitled to vote on the matter is required to approve this Proposal. If you are the beneficial owner of your shares of common stock, your broker, bank or nominee is prohibited to vote your shares of common stock without instructions from you on matters that are considered significant. This Proposal is considered significant. Therefore, if you do not vote by proxy, your broker, bank or other nominee cannot vote your shares of common stock on this Proposal and your shares will be considered broker “non-votes.” Abstentions and broker “non-votes” will have the same effect as an “Against” vote.

Recommendation of the Board of Directors

The Board of Directors recommends that the shareholders voteFOR Proposal 4.

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PROPOSAL 5 — APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR

NAMED EXECUTIVE OFFICERSEXECUTIVES

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) enables the Company’s stockholdersshareholders to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company’s Named Executives. The Company seeks your advisory vote and asks that you support the compensation of the Named Executives as disclosed in this proxy statement.Proxy Statement.

As described under the Executive Compensation section of this Proxy Statement, our compensation programs are designed to ensure that our Named Executives are compensated in a manner that is consistent with its competitively based annual and long-term performance goals. We believe our compensation program rewards sustained performance that is aligned with long-term stockholdershareholder interests.

This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s stockholdersshareholders the opportunity to express their views on the compensation of its named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s Named Executives described in this Proxy Statement.

Accordingly, the Board invites you to review carefully the Executive Compensation section beginning on page 611 and the tabular and other disclosures on compensation thereunder and to cast a vote to approve, on an advisory basis, the Company’s executive compensation programs, through the following resolution:

“RESOLVED, that stockholders approve, on an advisory basis, the compensation paid to the Company’s Named Executives, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Executive Compensation section, compensation tables, and any related material disclosed in thethis Proxy Statement.”

The say-on-pay vote is advisory, and therefore not binding on the Company or the Board of Directors. The Board of Directors value the opinions of the Company’s stockholders,shareholders, and to the extent there is any significant vote against the Named Executives’ compensation as disclosed in this Proxy Statement, the Board will consider the stockholders’shareholders’ concerns, and the Board will evaluate whether any actions are necessary to address those concerns, particularly in the event that there is a significant vote against the compensation of our Named Executives as disclosed in this Proxy Statement.

Required Vote

The affirmative vote of a majority of the Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve the advisory vote on executive compensation. You may vote for or against this resolution, or you may abstain. Abstentions which are not considered “votes cast,” will reduce the absolute number, but not the overall percentage, of the affirmative votes required to approve the advisory vote on executive compensation. Because this vote is advisory, it will not be binding upon the Board. However, the Board will consider the outcome of the vote, along with other relevant factors, in evaluating its executive compensation plan.

Recommendation of the Board of Directors

The Board of Directors recommends that the shareholders vote “FOR” Proposal 5.3, approving the compensation of the Company’s Named Executives.

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DEADLINE FOR SHAREHOLDER PROPOSALSOTHER INFORMATION

FOR NEXT ANNUAL MEETINGDeadline for Shareholder Proposals for Next Annual Meeting

Proposals of shareholders for inclusion in the Company’s Proxy Statement for the next Annual Meeting of Shareholders pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934 (“Rule 14a-8”) must satisfy all applicablethe requirements of SEC Rule 14a-8 and must be received by the Secretary of the Company at Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York, 14086, no later than August 13, 2016. To be included inDecember 21, 2017. Nominations for director elections or other business proposals that Shareholders of the proxy statement,Company wish to put before the proposal must comply withShareholders of the requirements as to form and substance established by the SEC and must be a proper subject for shareholder action under New York law. If any shareholder intends to present a proposalCompany at the next Annual Meeting must meet the requirements of Shareholders but has not sought inclusionArticle II, Section 4 of such proposal in the Company’s proxy materials, such proposalRestated By-Laws, as amended, and must be received by the Secretary Ecologyof the Company, at the address stated above, no earlier than October 22, 2017 and Environment, Inc., 368 Pleasant View Drive, Lancaster, NY 14086, by October 27, 2016no later than December 21, 2017. In no event shall any adjournment or postponement of an Annual Meeting or the Company’s management proxiesannouncement thereof commence a new time period for the giving of a shareholder’s notice as described above.

Independent Public Accountants

The Audit Committee meets with the Company’s independent registered accounting firm to approve the annual scope of accounting services to be performed, including all audit, audit-related, and non-audit services, and the related fee estimates. The Audit Committee also meets with the Company’s independent registered accounting firm on a quarterly basis, following completion of their quarterly reviews and annual audit before our earnings announcements, to review the results of their work. As appropriate, management and our independent registered accounting firm update the Audit Committee with material changes to any service engagement and related fee estimates as compared to amounts previously approved. Under its charter, the Audit Committee has the authority and responsibility to review and approve, in advance, any audit and proposed permissible non-audit services to be provided to the Company by its independent registered public accounting firm.

Effective November 6, 2015, the Company dismissed its registered independent accounting firm, Schneider Downs & Co. Inc. and engaged Ernst & Young LLP as the successor independent registered accounting firm to provide audit and certain audit-related services. The aggregate fees billed by Ernst & Young LLP to the Company for audit and audit-related services during fiscal years 2016 and 2015 are summarized in the following table.

The aggregate fees billed by Schneider Downs & Co. Inc. to the Company for audit and audit-related services during fiscal years 2016 and 2015 are summarized in the following table.

Audit Fees

Audit fees include aggregate fees paid or accrued for the audit of the annual financial statements included in the Company’s Annual Report on Form 10-K, reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q, and expenses incurred related to audit services.

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Audit Related Fees

Audit related fees include aggregate fees accrued for services rendered for audits of the Company’s Defined Contribution Plans and for indirect rate audits.

Pre-approval Policies and Procedures

All audit and non-audit services to be performed by our independent registered public accounting firm must be approved in advance by the Audit Committee. Consistent with applicable law, limited amounts of services, other than audit, review or attest services, may be approved by one or more members of the Audit Committee pursuant to authority delegated by the Audit Committee, provided each such approved service is reported to the full Audit Committee at its next meeting.

All of the engagements and fees for our fiscal year ended July 31, 2016 were approved by the Audit Committee. In connection with the audit of our financial statements for the fiscal year ended July 31, 2016 E&Y only used full-time, permanent employees.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

A representative of Ernst & Young LLP is expected to attend the Annual Meeting, will be entitledhave the opportunity to use their discretionary voting authoritymake a statement should they desire to vote on such proposal, without any discussiondo so and to respond to appropriate questions.

Certain Relationships and Related Transactions

Director Gerard A. Gallagher, Jr.’s son, Gerard A. Gallagher, III, serves as Chief Executive Officer and President of the matterCompany and received aggregate compensation of $355,320 for his services during fiscal year 2016. The Company believes that his compensation was commensurate with his peers during fiscal year 2016 and that his relationships during the year were reasonable and in the Company’s proxy materials.best interest of the Company.

InDirectors Michael R. Cellino, M.D., Michael C. Gross and Michael S. Betrus are independent, as that term is used in Item 407(a) of Regulation S-K and Rule 5605(a)(2) of the event that the Proposed Bylaws are approved by the shareholdersNASDAQ listing standards, as described in Proposal 2, then proposalstheir relevant business experiences set forth on pages 11 and 18 hereof in that none of shareholders for inclusion inthem is an employee of the Company, nor is there any family relationship of those three individuals to the Company’s Proxy Statement for the next Annual Meeting of shareholders will be required to be received no later than the 120^th day prior to the first anniversaryother four Directors or any Executive Officer of the preceding year’s Annual Meeting. The amended bylaws as described in Proposal 2, do not provide for any additional shareholder proposals to be submitted following the initial deadline described above. In the event that the date of the Company’s Annual Meeting has been changed by more than 30 days from the date of the previous year’s Annual Meeting, then any proposals of shareholders must be received a reasonable time before the Company begins to print and mail its proxy materials.

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OTHER MATTERSCompany.

State law requires the Company to inform shareholders of the initiation or renewal of insurance indemnifying itself and its officers and directors. This insurance, which includes claims coverage through Illinois National Insurance Company and excess coverage through Federal Insurance Company, has been renewed for one year beginning August 1, 2015,2016, at a total premium of $114,000.$137,000.

The Company also has an Employee Benefit Plan Fiduciary Liability Insurance Policy, carried with the Illinois NationalFederal Insurance Company, which covers the Company, its subsidiaries, its directors and those officers considered fiduciaries under the Employee Retirement Income Security Act of 1974. This policy has been renewed for one year beginning August 1, 20152016 at a premium of $20,000.

The cost of solicitation of proxies will be borne by the Company. Solicitation other than by mail may be made by officers or by regular employees of the Company, who will receive no additional compensation therefor, by personal or telephone solicitation, the cost of which is expected to be nominal.$8,794.

It is not contemplated or expected that any business other than that pertaining to the subjects referred to in this Proxy Statement will be brought up for action at the meeting. At the time this Proxy Statement went to press, the Board of Directors did not know of any other matter, which may properly be presented for action at the meeting.

By order of the Board of Directors,

ECOLOGY AND ENVIRONMENT, INC.

Ronald L. Frank

Secretary

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ECOLOGY AND ENVIRONMENT INC.ANNEX A

* * * * *ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION

Under applicable SEC rules and regulations, members of the Board, the Board’s nominees, and certain officers and other employees of the Company are “participants” with respect to the Company’s solicitation of proxies in connection with the Annual Meeting of Shareholders. The following sets forth certain information about such persons (the “Participants”).

B Y—L A W SDirectors and Nominees

The names, ages, and principal occupations of our directors and nominees, each a Participant, are set forth under the sections above titled “Current Executive Officers, and Corporate Governance” and “Proposal 1 — Election of Directors” of this Proxy Statement. The business address for the Company’s Class B director nominee Marshall A. Heinberg is 950 Third Avenue, 4th Floor, New York, NY 10022. The business address for the Company’s Class A director nominee Robert J. Untracht is 80 Central Park West, Apt. 6A, New York, NY 10023-5247. The business address for the Company’s current directors and other nominees is c/o Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York 14086.

* * * * *Officers and Employees

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RE-STATED BY—LAWS

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ARTICLE I

OFFICES

Section 1.Executive officers and employees of the Company who are Participants are Gerard A. Gallagher III, Fred J. McKosky, H. John Mye III and Cheryl A. Karpowicz. The office ofbusiness address for each is c/o Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York 14086. Their principal occupations are stated under thecorporationCorporation shall be located heading “Current Executive Officers and Directors” in the CountyProxy Statement.

Information Regarding Ownership of Erie, Statethe Company’s Securities by Participants

The number of New York.

Section 2. ThecorporationCorporation may also have offices at such other places both withinthe Company’s securities beneficially owned by directors and withoutnamed executive officers as of February 23, 2017 is set forth under the Stateheading “Security Ownership of New York as theboardBoard ofdirectorsDirectors may from time to time determine or the business of thecorporationCorporation may require.

ARTICLE II

ANNUALAND SPECIALMEETINGS OF SHAREHOLDERS

Section 1. All meetings ofshareholdersShareholders for the election ofdirectorsDirectors shall be heldManagement” in the County of Erie, State of New York, at such place as may be fixed from time to time by the Board of Directors.proxy statement.

Section 2. The annual meeting ofshareholders commencing with the year 1971Shareholders shall be held at any time during the periodNovemberJanuaryCompany Securities Purchased (February 1, 2015 throughFebruary 28April 30 at a time selected by the Board of Directors at which timetheythe Shareholders shall electby a plurality votea Board of Directors by a majority of votes cast of candidates nominated by the Board of Directors and/or a shareholder pursuant to Section 4, and transact such other business as may properly be brought before the meeting.

Section 3. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten nor more thanfiftysixty days before the date of the meeting, either personally or by mail, by, or at thedirection of, the president, the secretary, or the officer orpersons calling the meeting, to eachshareholderShareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

Section 1. Special meetings4. Notice ofshareholders may be held at such timeShareholder Businessandplace within or withoutNominations.23, 2017)

Name

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(z) complies with the notice procedures set forth in this Section 4A 1 as to such nomination.

This clause (ii) shall be the exclusive means for a shareholder to make nominations before an annual meeting ofshareholders.

Such notice must be accompanied by a written consent of each proposed nominee being named as a nominee and to serve as a director if elected.

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This clause (ii) shall be the exclusive means for a shareholder to submit business (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting) before an annual meeting of shareholders.

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Section 3. Written or printed notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of, the president, the secretary, or theofficer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of, the person calling the meeting.Miscellaneous Information Concerning Participants

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes statedOther than as set forth in the notice.

ARTICLE IV

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ARTICLE III

QUORUM AND VOTING OF STOCK

Section 1. The holders of one-third (1/3) of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of theshareholdersShareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation.. If, however, such quorum shall not be present or represented at any meeting of theshareholdersShareholders, theshareholdersShareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2. If a quorum is present, the affirmative vote of a majority of thetotal of Class B (1 vote) and Class A (1/10^th of 1 vote)shares of stock represented at the meeting shall be the act of theshareholdersShareholders, unless the vote of a greater or lesser number of shares of stock is required by law, or thecertificateCertificate ofincorporationIncorporation.

Section 3. Each outstanding share of stock having voting power shall be entitled toonevoteonfor each mattersubmitted to a voteat a meeting ofshareholders. A shareholderShareholders. At all Shareholder meetings, and for all matters other than the election of A and B Directors and the establishment of a quorum, each class B share is entitled to one (1) vote, while each class A share is entitled to one-tenth (1/10^th) of a vote. A Shareholdermay vote either in personprior to the start of the shareholder meetingor byvalidproxy executed in writing by theshareholder or by his duly authorized attorney-in-factShareholder.

Section 4. TheboardBoard ofdirectorsDirectors in advance of anyshareholders’Shareholders’ meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at ashareholders’Shareholders’ meeting may, and, on the request of anyshareholderShareholder entitled to vote thereat, shall appoint one or more inspectors. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by theboardBoard in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 5. WhenevershareholdersShareholders are required or permitted to take any action by vote, such action may be taken without a meetingononly upon unanimous written vote of consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.

Section 6. If voting on a matter duly presented to Shareholders in a proxy statement prior to a Shareholders’ meeting, any votes by proxy or in-person must be received by the voting inspector, at a minimum ten minutes prior to the scheduled and noticed meeting time for said Shareholders’ meeting.

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ARTICLEV

IV

DIRECTORS

Section 1. The number of Directors of thecorporationCorporation shall bethreeno fewer than seven, unless and until otherwise determined by a vote ofa majority ofthe entire Board of Directors. Directors shall be at leasttwenty-onethirty five (35) years of age and need not be residents of the State of New Yorknor shareholdersor Shareholders of thecorporation.Corporation.Thedirectors, other than the first board of directorsDirectors, shall be elected at the annual meeting of theshareholdersShareholders, except ashereinafterherein provided, and eachdirectorDirector elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office Class A Directors and Class B Directors shall only be elected by shareholders of each respective Class (i.e.: Class A shareholders can only vote for Class A Directors and Class B shareholders can only vote for Class B Directors). The number of Class A Directors shall be at least 25% of the seats of the Board of Directors. The Board of Directors may increase its number upon a vote of approval of at least two-thirds (2/3) of the Directors, and only if the resulting whole number of “A” Directors is at least 25% of the total number of Directors. Each of the Directors of each class shall be elected by greater than 50% of the votes cast by shareholders of that class in the election. With regard to the election of Directors, votes may be cast in favor, against or abstained; votes that are abstained will be excluded entirely from the vote and will have no effect. Accordingly, abstentions will not affect the outcome of the election. If a Director nominee or an existing Director does not receive greater than 50% of votes cast for his respective class in the election or re-election, said Director nominee is either not elected or immediately removed from the Board and is not eligible for appointment by the Board of Directors to fill a vacancy for that election year.

Section 2. If there exists a control group, as defined by the stock exchange where the Corporation’s shares are listed (e.g.: NASDAQ), then the entire Board shall have a minimum of three independent Directors, as defined under applicable law and/or regulation. If no such control group exists, then there shall be a minimum of four (4) independent Directors, or a majority of independent Directors, if the number of overall Directors is increased. During Board meetings each Director shall have one (1) vote regardless of class designation, except as otherwise stated in these By-laws. In the instance where the quorum of the Board of Directors is an even number and there is a tied vote, then the matter must be tabled until thefirst annual meeting of shareholders.matter may be voted on by the full Board of Directors. The Board of Directors shall appoint representatives to all subsidiary boards of directors/managers to protect and further its Corporate interests at subsidiary companies.

Section 23. Any or all of thedirectorsDirectors may be removed, with or without cause, at any time by themajorityvote of theshareholdersrespective class of Shareholders atthe annual ora specialshareholdermeeting called for that purpose.

Any director may be removed for cause by the action of the directorsat a special meeting called for that purpose.

Section 34. Newly createddirectorshipsDirectorships resulting from an increase in theboardBoard ofdirectorsDirectors and all vacancies occurring in theboard of directorsBoard of Directors, either as a Class A Director or a Class B Director, including vacancies caused by removal without cause, may be filled by the affirmative vote ofa majority ofthe remainingdirectorsDirectors of the representative class, though less than a quorum of theboard of directors. A directorentire Board of Directors, by the sole remaining Director in such class or in the event that there are no remaining directors in such class,proxy statement and based on the information provided by the voteeach Participant, none of the majorityParticipants or their associates (i) beneficially owns, directly or indirectly, or owns of record but not beneficially, any shares of Common Stock or other securities of the other directors,Company or any of our subsidiaries or (ii) has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the sole remaining directorAnnual Meeting. In addition, except for the Restrictive Agreement described in each instance, regardless ofthe Proxy Statement, neither the Company nor any quorum requirements set out in these By-laws. If a Director is legally incompetent, or is removed, with or without cause, said Director may not vote for his replacement. If there is a tie in an appointment within a class of Directors to fill a vacancy, then a favorable vote of the majorityParticipants listed above is now or has been within the past year a party to any contract, arrangement or understanding with any person with respect to any of the full Board is required to appoint that interim Director.