UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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):

ECOLOGY AND ENVIRONMENT INC.

368 Pleasant View Drive

Lancaster, NY 14086

January 21, 2016June 24, 2019

To Our Shareholders:

On behalf of the Board of Directors, we cordially invite you to attend the 45th48^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 14221, on Thursday, February 25, 2016Wednesday, July 24, 2019, 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 proxy card and the Company’s 2018 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 of the Company recommends a votethat you vote: “FOR” the election of each of the Director candidates nominated by the Board, namely Michael El-Hillow and Justin C. Jacobs as Class A Directors a voteand Ronald L. Frank, Michael C. Gross, Marshall A. Heinberg and Frank B. Silvestro as Class B Directors.; “FOR” the amendment and restatementapproval of the compensation of our named executive officers; and “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s amended By-Laws, exceptindependent registered public accounting firm for the amendment to Article V, Section 2 (removal of directors), a vote “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 the Compensation of our Named Executive Officers (“Executive Compensation”). fiscal year ending July 31, 2019.

It is important that your viewsshares be represented at the Annual Meeting whether or not you are personally able to be presentattend. Even if you plan to attend the Annual Meeting, we encourage you to 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 proxy card and mailing it in the enclosed, postage pre-paid envelope by following the instructions on the proxy card or voting instructions provided to you. If your shares are registered in street 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.

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 OF THE DIRECTOR CANDIDATES NOMINATED BY THE BOARD, “FOR” THE APPROVAL OF COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2019.

The Board has set the close of business on June 18, 2019 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the meeting.

WeAnnual Meeting or any postponement or adjournment thereof. Accordingly, only shareholders of record at the close of business on the Record Date are gratified by your interest in Ecologyentitled to notice of, and Environment, Inc. and urge youshall be entitled to vote your shares either in personat, the Annual Meeting or by proxy as soon as possible.any postponement or adjournment thereof.

Sincerely,

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.

FRANK B. SILVESTRO

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 25, 2016:JULY 24, 2019:

This

The Notice of Annual Meeting of Shareholders, the Proxy Statement, the form of proxy card and the Company’s 20152018 Annual Report to Shareholders are also available athttp://www.proxydocs.com/EEIwww.astproxyportal.com/ast/01322/.

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 48th 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. To elect the Board of Directors.

2. To hold a vote for the amendment and restatement to the Company’s amended By-Laws except for the amendment to Article V, Section 2 (removal of directors)YOUR VOTE IS EXTREMELY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

3. To hold

If you are 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 Shareholdersshareholder of record, at the close of business on January 14, 2016 will be entitled to vote at the Annual Meeting. To grant a proxy 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 expectpersonally plan to attend the Annual Meeting.

A copy of our Annual ReportMeeting, please take a few minutes now to Shareholdersvote by completing, signing and dating the enclosed proxy card and mailing it in the postage pre-paid envelope provided by following the instructions on the proxy card. If your shares are held in “street name,” that is, enclosedheld for your reference.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.

By order of

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR CANDIDATES NOMINATED BY THE BOARD, “FOR” THE APPROVAL OF COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2019.

You are urged to review carefully the Board of Directors,information contained in the enclosed Proxy Statement prior to deciding how to vote your shares.

RONALD L. FRANK,

Secretary

Lancaster, New York

January 21, 2016

ECOLOGY AND ENVIRONMENT INC.

368 Pleasant View Drive

Lancaster, New York 14086

PROXY STATEMENT

Dated January 21, 2016June 24, 2019

For the Annual Meeting of Shareholders

to be Held February 25, 2016July 24, 2019

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, 2016Wednesday, July 24, 2019 and at any adjournmentsadjournment(s) or postponement(s) thereof. This Proxy Statement, along with the Company’s 2018 Annual Report to Shareholders and the proxy card, is first being sent to shareholders on or about June 24, 2019.

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 in accordance with the proxy card or voting instructions provided to you, the shares represented thereby will be voted and, where a specification is made by the shareholder as provided therein, will be voted in accordance with such specification. A shareholder 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 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 mailedbeing sent to shareholders on or about January 21, 2016.June 24, 2019.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Only holders of shares of Class A Common StockRecord Date, Voting Rights and Class B Common Stock of record atQuorum

The Board has fixed the close of business on January 14, 2016 will beJune 18, 2019 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 3,114,400 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) and at all adjournments thereof. At1,200,735 shares of Class B common stock, par value $0.01 (the “Class B Common Stock” and, together 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. Holders of Class A Common Stock and 1,295,853 shares of Class B Common Stock. Atmay vote only on the meeting, the holders oftwo (2) Class A Common Stock will be entitled, as a class, to elect two Directors (the “Class A Directors”)Director nominees and the holders of Class B Common Stock will be entitled, asmay vote only on the four (4) Class B Director nominees.

On all other matters, except, where 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 of Common Stock vote or consent as a single class on all matters, with eachclass. Each share of Class A Common Stock havingentitles the holder thereof to one-tenth (1/10) of one vote 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 4,315,135 votes may be cast at the Annual Meeting on the election of Class A Common Stock represented byDirectors, 3,114,400 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 1,200,735 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.on all matters other than the election of Directors.

OnlyThe holders of record of one-third of the shares of Common Stock at the close of business on January 14, 2016 will beissued and outstanding and entitled to notice of and a vote on any proposal to be considered at the Annual Meeting. One-third of such shares, presentMeeting, represented in person or represented by proxy at the Annual Meeting, shall constitute a quorum for the transaction of business at the Annual Meeting. BrokerAbstentions and broker non-votes will not be counted as being present or represented at the meetingAnnual Meeting for purposes of establishing a quorum. Abstentions and proxy votes submitted by brokers on proposal 3 (considered a routine matter) will be counted for purposes of establishing a quorum.

Under the Company’s by-laws and the lawsRequired Vote

Proposal 1 — Election of the StateClass A Directors: The affirmative vote of New York, directors of each class are elected by a pluralitygreater than 50% of the votes cast by that class in the election. Any other matters to be considered as set forth in the Notice forholders of Class A Common Stock at the Annual Meeting is required to elect each of the two persons nominated as Class A Directors. Under the Company’s restated certificate of incorporation (the “certificate of incorporation”) and re-stated by-laws (the “by-laws”), at the Company’s annual meeting of shareholders, Class A Directors are to be decidedelected by a majority of the votes cast by holders of Class A Common Stock from candidates nominated by the Board and/or a shareholder in accordance with the requirements of the by-laws. If a Director nominee does not receive greater than 50% of the votes by holders of Class A Common Stock, such nominee is either not elected or immediately removed from the Board (in the case of an incumbent Director) and is not eligible for appointment by the Board to fill a vacancy for that election year. Abstentions and broker non-votes will have no effect on the outcome of this election.

Proposal 1 — Election of Class B Directors: The affirmative vote of greater than 50% of the votes cast by holders of Class B Common Stock at the Annual Meeting is required to elect each of the four persons nominated as Class B Directors. Under the certificate of incorporation and by-laws, at the Company’s annual meeting of shareholders, Class B Directors are elected by a majority of the votes cast by holders of Class B Common Stock from candidates nominated by the Board and/or a shareholder in accordance with the requirements of the by-laws. If a Director nominee does not receive greater than 50% of the votes cast by holders of Class B Common Stock, such nominee is either not elected or immediately removed from the Board (in the case of an incumbent Director) and is not eligible for appointment by the Board to fill a vacancy for that election year. Abstentions and broker non-votes will have no effect on the outcome of this election.

Approval of Proposal 2: The affirmative vote of a majority of the votestotal of Class B (1 vote) and Class A (1/10^th of 1 vote) shares of Common Stock represented by the shares present in person or represented by proxy at the Annual Meeting exceptvoting as hereafter noted. With regardone class is required for the advisory vote approving compensation of our named executive officers. Abstentions and broker non-votes will have the effect of a vote against the proposal.

Approval of Proposal 3: The affirmative vote of a majority of the total of Class B (1 vote) and Class A (1/10^th of 1 vote) shares of Common Stock represented in person or by proxy at the Annual Meeting voting as one class is required for the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2019. Abstentions will have the effect of a vote against the proposal. There will be no broker non-votes associated with this proposal, as the ratification of our independent registered public accounting firm is a routine matter. As a result, if your shares of Common Stock are held in “street name” and you do not give your bank or broker instructions on how to vote, your shares will be voted by the broker in its discretion.

No cumulative voting rights are authorized, and appraisal rights are not applicable to these matters.

Voting Instructions

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

If you are a shareholder of record and wish to vote by proxy, you can vote by mail by marking, dating and signing your proxy card in accordance with the instructions on it and returning it by mail in the pre-addressed stamped reply envelope provided with the proxy materials. The proxy card must be received prior to the start of the Annual Meeting. Proxies delivered 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 start time for the Annual Meeting.

Alternatively, you can vote your shares in person by attending the Annual Meeting. You will be given a ballot at the Annual Meeting to vote at least ten (10) minutes prior to the scheduled and noticed start time for 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, the persons designated as proxies will vote the shares of Common Stock represented by the proxies on such other matters in accordance with their best judgment.

If your shares are held in “street name”, please follow the separate voting instructions you receive from your broker, bank 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 or other 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 or other nominee, your shares will not be voted on any of the proposals to be presented at the Annual Meeting, other than proposal #3. Please see “Broker Non-Votes” below for more information.

You may vote for, vote against or withhold your vote (abstain) for each nominee presented by the Board or the other proposals to be submitted at the Annual Meeting. 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 your shares of Common Stock are held in “street name” through a bank or broker, your bank or broker may vote your shares under certain limited circumstances if you do not provide voting instructions before the Annual Meeting. These circumstances include voting your shares on “routine matters,” such as the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm (proposal #3). With respect to proposal #3, therefore, if you do not vote your shares, your bank or broker may vote your shares on your behalf or leave your shares un-voted.

The election of directors, votes may be cast in favorDirectors and the non-binding advisory vote approving executive compensation are not considered routine matters. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.”

We encourage you to provide voting instructions to your bank or withheld; votes that are withheldbrokerage firm. This action ensures your shares will be excluded entirely fromvoted at the vote and will have no effect. Accordingly, abstentions will not affect the outcome of the election.Annual Meeting in accordance with your wishes.

Proxy Revocation Procedure

-2-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 executing and delivering to the Secretary a proxy dated as of a later date than a previously executed and delivered proxy and which is received prior to 8:50 a.m. Eastern Daylight Savings Time on the date of the Annual Meeting; or (iii) by attending the Annual Meeting and voting in person by ballot by 8:50 a.m. Eastern Daylight Savings Time on the date of the Annual Meeting. Attendance at the Annual Meeting will not in and of itself revoke a proxy.

Solicitation of Proxies; Participants in the Solicitation; Costs

This solicitation of proxies is being made by the Board, and the Company will bear the expenses of calling and holding the Annual Meeting and the solicitation of proxies therefor. This Proxy Statement and the accompanying materials, in 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. 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of December 31, 2015, 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.Stock as of May 31, 2019 are summarized in the following table.

 ___________

*

See Footnotes in the Security Ownership of Management table below.

-3-

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding the beneficial

Security Ownership of Management

Beneficial ownership of the Company’sCompany's Class A Common Stock and Class B Common Stock as of DecemberMay 31, 2015,2019, by (i) each Director of the CompanyCompany; (ii) the Named Executive Officers; and (ii)(iii) all Directors and officers of the Company as a group.group are summarized in the following table.

 ___________

*

Less than 1.0%

Section 16(a) Beneficial Ownership Reporting Compliance

-4-Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 SEC. 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, 2018 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.

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 (the “Agreement”), 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.

EXECUTIVE OFFICERS, DIRECTORS AND CORPORATE GOVERNANCE

-5-Directors and Executive Officers

EXECUTIVE COMPENSATION

The Company’snames, ages and positions of the executive officers and Directors of the Company are included in the following table.

Each Director is elected to hold office until the next annual meeting of shareholders and until his or her successor is elected and qualified.  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.

In September 2018, the Board of Directors appointed Mr. Heinberg, as Executive Chairman, a provisional office presiding over the principal officers of the Corporation responsible for the performance of the Company’s global business in accordance with the Board’s strategic initiatives. In furtherance of these initiatives, the Board also promoted Mr. Musterait, as President of United States Operations to provide focused leadership, development and management of the Company’s domestic operations.

In December 2018, the Company announced that Mr. Gallagher, who had served as the Company’s Chief Executive Officer (“CEO”) since 2015, left the Company. Mr. Gallagher’s responsibilities for oversight of international operations were assigned to Mr. McKosky, and the remainder of Mr. Gallagher’s duties were assumed by the newly formed Operations Committee, which consists of Mr. Heinberg, Mr. Musterait and Mr. Kurt Zmich.

Mr. Marshall A. Heinberg was elected as a Director in April 2017. He was appointed Chairman of the Board of Directors and Chairman of the Governance, Nominating and Compensation Committee in June 2017. On September 18, 2018, the Board of Directors appointed Mr. Heinberg as Executive Chairman, a provisional office presiding over the principal officers of the Company responsible for the performance of the Company’s global business in accordance with the Board of Directors’ strategic initiatives. Mr. Heinberg began his investment banking career in 1987 in the Corporate Finance Division of Oppenheimer & Co., Inc., which was acquired by Canadian Imperial Bank of Commerce (“CIBC”) in 1997. Mr. Heinberg served as Head of the Investment Banking Department and as a Senior Managing Director of Oppenheimer & Co. Inc. from 2008 until July 2012, and as the Head of U.S. Investment Banking at CIBC World Markets from 2001 until 2008. Mr. Heinberg is the founder and Managing Director of MAH Associates, LLC, which provides strategic advisory and consulting services, a director of Universal Biosensors, a director of Galmed Pharmaceuticals, and serves as a Senior Advisor to Burford Capital. 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. During his career, he has worked on several financing and merger and acquisition transactions with many leading environmental engineering and consulting firms. His experience managing a professional services business and in various investment banking, capital markets and advisory roles provide valuable experience and perspective to the Board of Directors.

Mr. Ronald L. Frank is a co-founder of the Company and has served at various times as Secretary, Treasurer, Vice President of Finance, Executive Vice President and a Director since its inception in 1970.   He currently serves as Executive Vice President on a part-time basis. He also continues to serve as a Director of the Company, as Corporation Secretary, and as Chairman of the Pension Review Committee.  Mr. Frank has a B.S. in Engineering and a M.A. in Physics. With over forty years of work experience in managing the Company and knowledge of its markets and customers, Mr. Frank is uniquely qualified to serve as Director.

Mr. Frank B. Silvestro is a co-founder of the Company and served as a Vice President and Director since its inception in 1970.  In 1986, he became Executive Vice President.  In 2013, he was appointed Chairman of the Board of Directors. He also serves on the Pension Review Committee. Mr. Silvestro retired from his positions as Executive Vice President and Chairman of the Board of Directors effective January 1, 2017. He continues to serve as a Director of the Company and as a contracted consultant to the Company. Mr. Silvestro has a B.A. in Physics and an M.A. in Biophysics. With over forty years of work experience in managing the Company and knowledge of its markets and customers, Mr. Silvestro is uniquely qualified to serve as Director.

Mr. Michael C. Gross has been a Director of the Company since 2010, and currently serves on the Audit Committee, Governance, Nominating and Compensation Committee and Pension Review Committee.  Mr. Gross was employed by the Audit Division of the New York State Department of Taxation and Finance for 32 years until 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. Justin C. Jacobs was elected as a Director in April 2017 and currently serves on the Governance, Nominating and Compensation Committee and the Audit Committee. Mr. Jacobs is a Management Committee Director of Mill Road Capital II, L.P., an investment firm focused on investments in small, publicly traded companies, where he has worked since 2005. From 1999 to 2004, Mr. Jacobs held various operational positions in numerous portfolio companies at LiveWire Capital, an investment and management group focused on control, operationally-intensive buyouts of small companies. Mr. Jacobs was an investment professional in the private equity group of The Blackstone Group from 1996 to 1999. Mr. Jacobs holds a B.S. from the McIntire School of Commerce at the University of Virginia. His experience in various investment banking, capital markets and advisory roles provide valuable experience and perspective to the Board of Directors. The settlement agreement regarding the election of Mr. Jacobs on April 19, 2017 between the Company and Mill Road Capital II, L.P. remains in effect.

Mr. Michael El-Hillow was elected as a Director in April 2017 and was appointed Chairman of the Audit Committee in June 2017. Mr. El-Hillow has been Chief Financial Officer of Lignetics, Inc., a manufacturer of heating wood pellets, since March 2018. He served as Chief Financial Officer of National Technical Systems, Inc., an engineering services company, from 2012 until 2017. Mr. El-Hillow, a certified public accountant, has over two decades of experience serving as a Chief Financial Officer of public companies, including in technology and engineering environments. He also has sixteen years’ experience working for Ernst & Young in numerous roles, including Audit Partner. Mr. El-Hillow holds a B.S. in Accounting from the University of Massachusetts and an MBA from Babson College. The settlement agreement regarding the election of Mr. El-Hillow on April 19, 2017 between the Company and Mill Road Capital II, L.P. remains in effect.

Mr. Gerard A. Gallagher III served as CEO from 2015 until his departure from the Company in December 2018. He also served as President of the Company since 2014, and previously served as Senior Vice President of Environmental Sustainability, Vice President and Regional Manager for the Company’s Southern U.S. operations. At the time of his departure, Mr. Gallagher had been employed by the Company for 36 years. Mr. Gallagher had a B.A. in Physical Geography.

Mr. Fred J. McKosky was named Technical Operations Director in November 2018. Mr. McKosky previously served as the Chief Operating Officer from 2014 until November 2018.  He has been employed by the Company for 40 years, and previously served as Senior Vice President of Corporate Operations. Mr. McKosky has an M.S. in Environmental Engineering, a B.S. in Environmental Science and is a registered Professional Engineer in the State of New York.

Mr. Todd M. Musterait was named President of United States Operations in September 2018. Prior to that, Mr. Musterait served as Senior Vice President of Corporate Development from September 2017 to September 2018. Prior to joining the Company, he served as Vice President and Director of Environment for WSP Global Inc. from 2014 to 2017; Program Manager for HDR from 2013 to 2014; and Director for Rich Products Corporation related to environmental matters from 2010 to 2013. With 25 years of experience and over a year as an officer of the Company, Mr. Musterait has led U.S. environmental business lines and served on various leadership teams for global integrated consulting environmental and engineering firms. Mr. Musterait holds a Masters of Engineering, Civil Engineering, from Clarkson University and a B.S. in Civil Engineering from the University of New Hampshire.

Ms. JoAnn Shea joined the Company in August 2018 and served as Chief Administrative Officer until she resigned from the Company on May 17, 2019. Ms. Shea is a certified public accountant in the State of Colorado and she most recently served as Vice President of Finance at CH2M HILL, where she worked for 20 years until December 2017. During her tenure at CH2M HILL, she served as Acting Chief Financial Officer twice and Chief Accounting Officer for over 15 years.

Mr. Peter F. Sorci was appointed Acting Chief Financial Officer in April 2018.  Mr. Sorci had been the Company’s Corporate Controller since 2013. During his career, Mr. Sorci has gained extensive experience in management of various finance and accounting functions, including: Senior Audit Manager for HSBC Bank USA, N.A., a financial institution located in Buffalo, New York from 2011 to 2013; Director of External Reporting for MX Energy Holdings Inc., a retail energy company located in Stamford, Connecticut from 2007 to 2011; and Senior Manager of SEC Reporting for HSBC Bank USA, N.A. from 2005 to 2007. Mr. Sorci also has previous experience as a Controller and in other senior finance roles.

Mr. Kurt Zmich was appointed Senior Vice President of U.S. Operations on April 11, 2019. Mr. Zmich joined the Company as Director of Commercial and Industrial Services in May 2018 and was promoted to Business Operations Director earlier this year. He is a licensed professional civil engineer with 28 years of experience in environmental and civil engineering, specializing in project management, site investigation and remediation, risk assessment, and environmental due diligence. Prior to coming to the Company, he served in several high-level Operational positions at WSP USA including Director of Operations – Water and Environment, Director of Operations – Environment, and Senior Vice President West Region – Environment. Mr. Zmich holds a B.S. in Civil Engineering from Virginia Polytechnic Institute and State University (Virginia Tech).

Ms. Cheryl A. Karpowicz was a Senior Vice President from 2011 until her departure from the Company in March 2019. She was named Senior Vice President of Business Development in 2014. At the time of her departure, Ms. Karpowicz had been employed by the Company for 40 years and previously led its energy services area. She had a B.A. in Interdepartmental Studies and is a Certified Planner and member of the American Institute of Certified Planners.

Executive Compensation

The Board, acting as a Compensation Committee of the whole, 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 termlong-term performance goals.

The Board of Directors is responsible for establishing and approving our policies governing the compensation of our executive officers. We provideThe Company provides what we believeit believes is a competitive total compensation package to our executive team through a combination of base salary, cash bonuses, equity plans (for Company Officersofficers other than its Executive Vice Presidents)President), 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 two other most highly compensated officers serving as of July 31, 2015, is2018 are 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:

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. Although the Company has not had a formal criteria and targets based policy, the Board takes into consideration the following factors:

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.

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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, 20152018 and 20142017 of those persons who were at July 31, 2015:2018: (i) the Company’s Chief Executive Officer and President; and (ii) the two other most highly compensated executive officers with annual salary and bonus for the fiscal year endedemployed at July 31, 2015 in excess of $100,000.2018. In this report,Proxy Statement, the fourthree persons named in the table below are referred to as the “Named Executives”.Executives.”

SUMMARY COMPENSATION TABLE

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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”,our Named Executives, 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

E&E adopted the 1998 Stock Award Plan effective March 16, 1998 (the “1998 Award Plan”). The following1998. This plan, together with supplemental plans 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 CompanyE&E 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 stockCommon Stock at the time of the award. The Stock Award Plan authorizes the Company’s Board of Directors to determine for whatthe vesting period of time and the circumstances under what circumstanceswhich the awards canmay be forfeited.

Outstanding Equity Awards

AsIn October 2016, the Board adopted the current supplemental plan (the “2016 Stock Award Plan”). The 2016 Stock Award Plan permits awards of July 31, 2015, awards for a total of 16,387up to 200,000 shares of Class A Common Stock have been granted and remain subjectfor a period of up to vestingfive (5) years until its termination in October 2021.

Outstanding Equity Awards

As of July 31, 2018, the Company has issued 19,033 shares of Class A Common Stock under the 2011 Plan.2016 Stock Award Plan, including 7,502 shares that are fully vested and 11,531 shares that vested upon expiration of certain restrictions regarding transfer of the shares in April 2019.

Other Arrangements with Named Executives

We are not party to any employment, severance, termination or change-in-control agreements with our Named Executives except for a voluntary retirement plan agreement with Fred J. McKosky dated April 17, 2019 pursuant to the Company’s 2018 Voluntary Retirement Program. If Named Executives are terminated involuntarily, severance payments are determined based on Company guidelines that apply to all employees. Total severance compensation would include: (i) accrued salary from the last pay period to date of departure; (ii) pro rata share of vacation accrued to the date of departure; (iii) compensatory time not taken, if any; (iv) severance pay calculated based on a number of weeks of salary corresponding with the length of employment service; and (v) additional amounts, at the discretion of the Board, as special consideration for long-term employees.

Director Compensation

Compensation earned by each employee and non-employee director for his or her services during fiscal year 20152018 is summarized in the following table.

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With the exception of Gerard A. Gallagher, Jr., each Director who is notAs an employee Director, Mr. Frank did not receive any director compensation during fiscal year 2018. As non-employees, all other Directors in the table above received director fees during fiscal year 2018. Messrs. Strobel and Silvestro also earned consulting fees during fiscal year 2018.

In May 2018, the Board of Directors approved, retroactive to April 18, 2018, annual director compensation for the Company was compensated with antwelve months ending April 17, 2019, as follows:

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a)In October 2018, the Board of Directors approved an additional fee of $75,000 to be paid to Mr. Heinberg for his newly appointed role as Executive Chairman of the Securities Exchange Act of 1934 requires the Company’s Executive OfficersCompany, to be paid ratably over a twelve-month period beginning in September 2018. Similar to other fees paid to non-employee directors, this additional fee is payable 60 percent in cash and Directors, and persons who beneficially own more than ten40 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, 2015 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: Ronald L. Frank purchased 1,000 shares of Class A Common StockStock. Mr. Heinberg will only be paid this additional compensation for those months that he actually serves as Executive Chairman. In October 2018, the Board of Directors also approved a cash bonus of $65,000 to be paid immediately to Mr. Heinberg.

The Company also has a supplemental retirement plan that provides post-retirement health care coverage for the Company’s founders and their spouses. As of July 31, 2018, the only director under this plan is Frank Silvestro, and his spouse. The annual expense associated with this plan is determined based on March 18, 2015 but did not file his Form 4 concerning that transaction until March 23, 2015, since Mr. Frank was outdiscounted annual cost estimates over the estimated life expectancy of town.the founders and their spouses.

Corporate Governance

Code of Ethics

The Company has adopted a codeCode of ethicsConduct that applies to its principal executive officer, principal financial officer, principal accounting officer and controller, as well as all other employees, Directors, officers, subsidiaries, affiliates, consultants, representatives and the directorsagents of the Company. The code of ethics, which the Company calls its Code of Business Conduct and Ethics, was filed as an exhibit to the Company’s annualcurrent report on Form 10-K for the fiscal year ended July 31, 20048-K which was filed on June 6, 2017 and is posted on the Company’sinvestors portion of 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 Company will disclose the nature of such amendment or waiver in a current report on Form 8-K. www.ene.com.

Board of Directors Leadership, Structure and Risk Oversight

During the fiscal year ended July 31, 2018, the Board held ten (10) meetings. Each Director attended at least 75% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings of the committees of the Board in which he or she served during the period for which he or she served. The Company’s Directors are strongly encouraged to attend the annual meeting of shareholders. All of the Company’s then-current Directors attended last year’s annual meeting of shareholders.

The Board of Directors operates under the leadership of the Chairman.   There is no prohibition in the Company’s bylawsThe by-laws require that precludes the Chairman from also assuming the role of Chairman of the Board, Chief Executive Officer; however, see Proposal 2 concerning the proposed change to the Company’s bylaws.Officer and Secretary be held by separate individuals. Since August 1, 2008, it has been the Company’s practice to fill the roles 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&E 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 Board has a Governance, Nominating and Compensation Committee (“GNCC”), an Audit Committee and a Pension Review Committee.

The GNCC consists of Messrs. Heinberg (Chairman), Jacobs and Gross. For the fiscal year ended July 31, 2018, the GNCC had five (5) meetings and designated the Board as a whole with the authority to make all decisions with respect to nominations of persons to the Board and compensation of executive officers. In addition, the Company has adopted a standingprocess 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 and recommendation process includes circulation of prospective director nominee questionnaires, the review of the responses to those questionnaires and such follow-up communications as the Board may deem appropriate, including subsequent interviews of the candidates with the Board. The GNCC Charter is available on the Investors link of the Company’s website at www.ene.com. The GNCC will consider nominees for Directors recommended by shareholders. Shareholders wishing to recommend a Director candidate for consideration by the GNCC can do so by writing to the Secretary of Ecology and Environment Inc., 368 Pleasant View Drive, Lancaster, New York 14086.

Due to the delayed filing of the Company’s Annual Report, Form 10-K for the fiscal year ended July 31, 2018 and delayed occurrence of the Annual Meeting as compared to historical practice, the Board exercised the Timely Notice Exception as set for the bylaws. Nominations must be received no later than the close of business on November 13, 2019. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above. Nominations of candidates for election to the Board must meet the requirements of Article II, Section 4.A.1 of the bylaws.

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.

In addition, the GNCC oversees the Company’s governance initiatives including administration of the compliance program, including the enforcement of corporate policies and implementing the anti-corruption program. The GNCC is responsible for and has been developing a new compensation and incentive plan.

The Audit Committee has been established in accordance with section 3 (a)58(A) of the Securities Exchange Act of 1934 and the requirements of NASDAQ. The membersthe Exchange Act and of the Nasdaq Stock Market (“Nasdaq”). During the fiscal year ended July 31, 2018, the Audit Committee areconsisted of Ms. Abramson (deceased on May 3, 2019), Messrs. Cellino,El-Hillow (Chairman), and Gross, all non-employee, independent, and Betrus.financially literate Directors. The Board of Directorsappointed Mr. Justin Jacobs to the Audit Committee to replace Ms. Abramson on May 28, 2019. The Board has designated Mr. BetrusEl-Hillow as the audit committee financial expert serving on its Audit Committee and as its Chairman.Committee.  Messrs. Cellino,El-Hillow, Gross and BetrusJacobs are each independent, as that term is used in Item 407 (a) (as to Messrs. Betrus, Gross and Cellino) and 407 (d)(5)(i)(B) (as to just Mr. Betrus) of Regulation S-K and Rule 5605 (a)5605(a)(2) of the NASDAQNasdaq listing standards in that none of them is an employeeand Rule 10A-3 of the Company, norExchange Act. The Company’s Audit Committee Charter is there any family relationship of those three individualsavailable within the Investors link on the Company’s website at www.ene.com. The Audit Committee is responsible for reviewing the financial information that will be provided to the shareholders and others, the system of internal controls that management and the Board has established, the performance and selection of independent auditors and the Company’s other Directors or any Executive Officeraudit and financial reporting process. During fiscal year 2018, the Audit Committee met four (4) times to examine the results of the Company.financial statements and reports prepared by the independent public accountants, and then held discussions with the Board.

The Pension Review Committee consists of Messrs. Frank (Chairman), Silvestro, and Gross. The Pension Review Committee held one (1) meeting during fiscal year 2018. 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.

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 function 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.

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 the Company’s employees as established by the Board of Directors. Messrs. Frank (Chairman), Silvestro, Cellino and Gross serve on the Pension Review Committee.

Controlled Company Status

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Director Gerard A. Gallagher, Jr.’s son, Gerard A. Gallagher, III, previously served as a Senior Vice President and he has served as the President of the Company since January 16, 2014 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.

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 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.

The Audit Committee has reviewed and discussed the Company’s audited financial statements for fiscal year ending July 31, 2015 with the Company’s Management and Schneider Downs & Co., Inc. The Audit Committee has discussed with Schneider Downs & Co., Inc. the matters required to be discussed by SAS No. 61 (Codification of Statements on Auditing Standards, AU §16), as may be modified or supplemented. The Audit Committee has received the written disclosures and the communications from Schneider Downs & Co., Inc. required by applicable requirements of the Public Company Accounting Oversight Board regarding communications by Schneider Downs & Co., Inc. with the Audit Committee concerning independence and has discussed with Schneider Downs & Co., Inc. 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, 2015 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 Downs & Co., Inc.’s independence.

Respectfully Submitted,

THE AUDIT COMMITTEE

Michael R. Cellino, M.D.

Michael C. Gross

Michael S. Betrus

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PROPOSAL 1 — ELECTION OF DIRECTORS

It is intended that proxies solicited by the Board of Directors will, unless otherwise directed, be voted to elect the two nominees for Class A Directors and the five Class B Directors named below. Holders of Class A Common Stock are not entitled to vote on the election of the Class B Director nominees.

Information Concerning Nominees

The nominees proposed for election to the Board of Directors are all presently members of the Board.

The Class A nominees and Class B nominees named herein, if elected as Directors, will hold office 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 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 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 discretion of the Board of Directors. The Securities 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 discussion 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 Chairman of the Board of Directors. He also serves on the Pension Review Committee. Mr. Silvestro has a B.A. in physics and an M.A. in biophysics.

Mr. Gerald A. Strobel 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 of Technical Services. Mr. Strobel served 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 since 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 retirement in May 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.

Meetings and Committees of the Board of Directors

During the fiscal year ended July 31, 2015, the Board of Directors held four (4) 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 and a Pension Review Committee. The Board of Directors does not have a nominating committee or a compensation committee. As it has no nominating committee, it has not adopted a charter for such a committee. The Board of Directors as a whole makes all decisions with respect to nominations of persons to the board of directors and compensation of executive officers. The Board of Directors has not adopted a policy regarding the consideration of any director candidate recommended by security holders because it is a “controlled company” under the National Association of Securities Dealers Automated Quotations (NASDAQ) Rules and historically has not received nominations from its shareholders.

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, 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. 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 the 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 Rules

Our shares of Class A Common Stock are listed on the National Association of Securities Dealers Automated Quotations (NASDAQ) Stock Market. NASDAQNasdaq. Nasdaq requires all of its listinglisted companies to be in compliance with NASDAQ’sNasdaq’s standards of corporate governance set forth in the NASDAQNasdaq Marketplace Rules (NASDAQ(the “Nasdaq CG Rules)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, a group that holds more than 50 percent of the voting power of our Class A and Class B Common Stock, consisting ofFebruary 28, 2018, 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,collectively control a majority of the voting power of our outstanding Common Stock. Accordingly, we arequalify as a “controlled company” for purposeswithin the meaning of the NASDAQNasdaq 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 Directors must be received at least 60 days prior to the annual shareholders meeting. In 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 next Annual Meeting of Shareholders will be required to be received no later than the 120^th day prior to the first anniversary of the preceding year’s Annual Meeting.

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

-14-Under Nasdaq CG Rules, we may elect not to comply with certain Nasdaq CG Rules, including:

expertise,

We currently utilize each of these exemptions. The “controlled company” exception does not modify audit committee requirements of Rule 10A-3 under the Exchange Act and education, as well as more traditional diversity concepts. TheNasdaq CG Rules or the requirement to have regulatory scheduled 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.meetings at which only independent Directors attend.

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.comcorporatesecretary@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.

Recommendation

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.

The Audit Committee has reviewed and discussed the Company’s audited financial statements for fiscal year ended July 31, 2018 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 the applicable requirements of the Public Company Accounting Oversight Board and the SEC. 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 that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2018 filed with the SEC.

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.

PROPOSAL 1 — ELECTION OF DIRECTORS

In accordance with the bylaws, the Board has the discretion to reduce the number of Directors. On May 28, 2019, the Board voted to reduce the number of Directors

from seven directors to six directors due to the death of Stephanie W. Abramson on May 3, 2019 and the limited period of time to nominate a seventh Director prior to this Annual Meeting. The Board of Directors recommendshas nominated each of Michael El-Hillow and Justin C. Jacobs to serve as Class A Directors and each of Ronald L. Frank, Michael C. Gross, Marshall A. Heinberg and Frank B. Silvestro to serve as Class B Directors, all until next year’s annual meeting of shareholders (subject to their respective earlier removal, death or resignation) and until their successors are elected and qualified. We have been advised by each of Messrs. El-Hillow, Jacobs, Frank, Heinberg, Gross and Silvestro 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 will decline to serve if elected. 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 (RemovalThe basic responsibility of Directors)

Our Board of Directors, at its December 10, 2015 meeting, has decideda 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”), in order to (i) set forth the advance notice requirementsBoard. Nominees for a nomination to our Board of Directors or for other business proposals, as applicable, to be properly brought by a shareholder before a meeting of shareholders, (ii) set forth advance notice requirements and other limitations on shareholder-requested special meetings, including limitationsare selected on the purpose for which such meetings may be calledbasis of board and the time periods during which such meetings may be called, and (iii)management experience, character, integrity, ability to 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 amendments 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,independent analytical inquiries, business background, as the summary of the Proposed Bylaws contained in this Proposal is qualified in its entirety by reference toAppendix A.

Under Article XIIwell as an understanding of the Company’s Current Bylaws,business environment. We believe that each of the Director nominees bring these qualifications in a positive manner to our Board. Moreover, the Director nominees provide our Board with a complement 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 Meetingsspecific business skills, experience and perspectives.

None of the Class A or Class B Director 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.

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Special MeetingsQualifications, attributes and skills for Messrs. El-Hillow, Frank, Gross, Heinberg, Jacobs and Silvestro are included herein beginning on Page 7 of this Proxy Statement.

Nasdaq CG RulesOther Amendments.

In addition to the above-described changes from 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 requires that at least three (3) Directors be independent directors if there exists a control group 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 theseats of the Board of Directors; and the Board of Directors may increase its number upon a

Required Vote

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% of the votes cast by shareholdersholders of that class inClass A Common Stock at the election. With regardAnnual Meeting is required 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 outcomeelect each of the election; iftwo persons nominated as Class A Directors. Under the certificate of incorporation and by-laws at the Company’s annual meeting of shareholders, Class A Directors are elected by a vote of greater than 50% of the votes cast by holders of Class A Common Stock from candidates nominated by the Board and/or a shareholder in accordance with the requirements of the by-laws. If a Director nominee or an existing Director does not receive greater than 50% of the votes cast for his respective class in the election or re-election, said Directorby holders of Class A Common Stock, such nominee is either not elected or immediately removed from the Board (in the case of an incumbent Director) and is not eligible for appointment by the Board of Directors to fill a vacancy for that election year; (iii) provide greater definition of the Board’s oversight role over 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 Board will act as the Chief Executive Officer temporarily, until the Chief Executive Officer returns, or is replaced by a resolution of the Board of Directors in Article VIII, Section 2; (x) provide that proxies delivered by shareholders for a matter to be voted on at a shareholder meeting must be received by the voting inspector at least ten minutes 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.

Effectiveness of Proposed Bylaws

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

Vote Required

The affirmative vote representing a majority of greater than 50% of the votes cast by holders of shares present, or represented by proxy,Class B Common Stock at the Annual Meeting and entitled to vote thereon is required to approve this Proposal.elect each of the four persons nominated as Class B Directors. Under the certificate of incorporation and by-laws, at the Company’s annual meeting of shareholders, Class B Directors are elected by a vote of greater than 50% of the votes cast by holders of Class B Common Stock from candidates nominated by the Board and/or a shareholder in accordance with the requirements of the by-laws. If you area Director nominee does not receive greater than 50% of the beneficial ownervotes cast by holders of your shares of common stock, your broker, bank orClass B Common Stock, such nominee is prohibitedeither not elected or immediately removed from the Board (in the case of an incumbent Director) and is not eligible for appointment by the Board to vote your shares of common stock without instructions from you on mattersfill a vacancy for 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 the Proposal and your shares will be considered broker “non-votes”. election year.

Abstentions and broker “non-votes” will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, butnon-votes will have no effect on the Proposal as abstentions and broker non-votes will not be counted in determining the numberoutcome of votes cast.this proposal.

Board Recommendations

Our Board of Directors believes that the Proposed Bylaws are in the best interest of the Company and its shareholders because 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.

Recommendation of the Board of Directors

The Board of Directors recommends that the shareholders voteFOR Proposal 2.

The proposed amendment (except for the amendment to Article V, Section 2, which is 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.

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PROPOSAL 3 — APPROVE AN AMENDMENTTHE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION TO THE COMPANY’S AMENDED BYLAWS CONCERNING ARTICLE V, SECTIONBOARD OF EACH OF THE SIX NOMINEES LISTED ABOVE.

PROPOSAL 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 ANA NON-BINDING, ADVISORY BASIS OF THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

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.named executive officers. The Company seeks your advisory vote and asks that you support the compensation of the Named ExecutivesCompany’s named executive officers 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 Executivesnamed executive officers are compensated in a manner that is consistent with its competitively basedour 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 itsthe Company’s 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 Executivesnamed executive officers described in this Proxy Statement.

Accordingly, the Board invites you to review carefully the Executive Compensation section beginning on page 610 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,named executive officers, 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.Board. The Board of Directors valuevalues the opinions of the Company’s stockholders,shareholders, and to the extent there is any significant vote against the Named Executives’named executive officers’ 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 Executivesnamed executive officers as disclosed in this Proxy Statement.

Required Vote

The affirmative vote of a majority of the total of Class B (1 vote) and Class A (1/10^th of 1 vote) shares of Common Stock represented in person or by proxy at the Annual Meeting voting as one class is required to approve, on an advisory basis, the compensation of our named executive officers. You may vote for or against this resolution, or you may abstain. Abstentions and broker non-votes will have the same effect as a vote against this proposal. 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 and the compensation of its named executive officers.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

PROPOSAL 3 — RATIFY THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED JULY 31, 2019

Under the rules and regulations of the SEC, the Audit Committee is directly responsible for the appointment of our independent registered public accounting firm. The Audit Committee has appointed, and, as a matter of good corporate governance, is requesting ratification by the shareholders of the appointment of, the registered public accounting firm of Ernst & Young LLP to serve as independent registered public accounting firm auditors for the fiscal year ending July 31, 2019. If shareholders do not ratify the selection of Ernst & Young LLP, the Audit Committee will evaluate the shareholder vote when considering the election of a registered public accounting firm for the audit engagement for the 2020 fiscal year. In addition, if shareholders ratify the selection of Ernst & Young LLP as independent registered public accounting firm, the Audit Committee may nevertheless periodically request proposals from the major registered public accounting firms and as a result of such process may select Ernst & Young LLP or another registered public accounting firm as our independent auditors.

Auditors’ Attendance at the Annual Meeting

Representatives of Ernst & Young LLP are expected to attend the Annual Meeting and will have an opportunity to make a statement and to respond to appropriate questions from shareholders.

Required Vote

The affirmative vote of a majority of the total of Class B (1 vote) and Class A (1/10^th of 1 vote) shares of Common Stock represented in person or by proxy at the Annual Meeting voting as one class is required to approve the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2019. You may vote for or against this resolution, or you may abstain. Abstentions will have the effect of a vote against this proposal.

Recommendation of the Board of Directors recommends that the shareholders vote

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR Proposal 5. THE FISCAL YEAR ENDING JULY 31, 2019.

AUDIT MATTERS

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DEADLINE FOR SHAREHOLDER PROPOSALS

FOR NEXT ANNUAL MEETINGThe Audit Committee meets with the Company’s independent registered public 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 public 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 public 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 Ernst & Young LLP to the Company for audit and audit-related services related to fiscal years 2018 and 2017 are summarized in the following table.

Audit Fees

Audit fees include aggregate fees billed for the audit of the annual financial statements included in the Company’s Annual Report, reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q, and expenses incurred related to audit services.

Audit-Related Fees

Audit-related fees include aggregate fees billed for services rendered for indirect rate audits for certain government contract requirements.  

Pre-approval Policies and Procedures

All audit and non-audit services to be performed by our independent registered public accounting firm are 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.

In connection with the audit of our financial statements for the fiscal year ended July 31, 2018, Ernst & Young LLP only used full-time, permanent employees.

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

None. 

OTHER INFORMATION

Deadline for Shareholder Proposals for Next Annual Meeting

Proposals of shareholders for inclusion in the Company’s Proxy Statementproxy statement for the next Annual Meetingfiscal year 2019 annual meeting of Shareholdersshareholders pursuant to Rule 14a-8 promulgated under the Exchange Act (“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 by no later than August 13, 2016. To beNovember 12, 2019.

Due to the delay in the filing of the Annual Report on Form 10-K and the delayed occurrence of the Annual Meeting as compared to historical practice, the Board is exercising the Timely Notice Exception set forth in Article II, Section 4 A 1 (b) of the By-laws, as amended.

Nominations for Director elections or other business proposals not included in thenext year’s proxy statement that shareholders of the proposalCompany wish to put before the shareholders of the Company at the fiscal year 2019 annual meeting of shareholders must comply withmeet the requirements of Article II, Section 4 of the By-laws, as to formamended, 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 proposal at the next Annual Meeting of Shareholders but has not sought inclusion of such proposal in the Company’s proxy materials, such proposal must be received by the Secretary Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, NY 14086, by October 27, 2016 or the Company’s management proxies for the next Annual Meeting will be entitled to use their discretionary voting authority to vote on such proposal, without any discussion of the matter inCompany, at the Company’s proxy materials.

In the event that the Proposed Bylaws are approved by the shareholders as described in Proposal 2, then proposals of shareholders for inclusion in the Company’s Proxy Statement for the next Annual Meeting of shareholders will be required to be receivedaddress stated above, no later than November 13, 2019. In no event shall any adjournment or postponement of an annual meeting or the 120^th day prior toannouncement thereof commence a new time period for the first anniversarygiving of a shareholder’s notice under the by-laws as described above.

Certain Relationships and Related Transactions

Former Director Gerard A. Gallagher, Jr.’s son, Gerard A. Gallagher, III, served as Chief Executive Officer and President of the preceding year’s Annual Meeting.Company and received aggregate compensation of $335,165 for his services during fiscal year 2018. The amended bylaws as describedCompany believes that his compensation was commensurate with his peers during fiscal year 2018 and that his relationships during the year were reasonable and 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 datebest interest 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 receivedCompany. Gerard A. Gallagher, Jr.’s tenure as a reasonable time before the Company begins to printDirector terminated effective April 20, 2017 and mail its proxy materials.

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OTHER MATTERSGerard A. Gallagher, III terminated as Chief Executive Officer on December 16, 2018.

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 FederalIllinois National Insurance Company, has been renewed for one year beginning August 1, 2015,2018, at a total premium of $114,000.$190,000.

The Company also has an Employee Benefit Plan Fiduciary Liability Insurance Policy, carried with the Illinois National 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, 20152018 at a premium of $20,000.

Policies and Procedures for Related Person Transactions

The costCompany has not adopted a written related person transactions policy pursuant to which our executive officers, Directors and principal shareholders, including their immediate family members, would not be permitted to enter into a related person transaction with us without the consent of solicitationour Audit Committee. However, any proposed transaction between the Company and an executive officer, Director, principal shareholder or any of proxiessuch persons’ immediate family members, in which the amount involved exceeds $120,000, must be presented to our Audit Committee for review, consideration and approval. Our Directors, executive officers and employees are required to report any proposed related person transaction to our Audit Committee. In approving or rejecting the proposed transaction, our Audit Committee will take into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction and, if applicable, the impact on a Director’s independence. If we discover any related person transaction that has not been properly approved, our Audit Committee will be borne bynotified and will determine the Company. Solicitation other than by mail may be made by officersappropriate action, including ratification, rescission or by regular employeesamendment of the Company, who will receive no additional compensation therefor, by personal or telephone solicitation, the cost of which is expected to be nominal.transaction.

Other Business

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.

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B Y—L A W S

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RE-STATED BY—LAWS

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ARTICLE I

OFFICES

Section 1. The office of thecorporationCorporation shall be located in the County of Erie, State of New York.

Section 2. ThecorporationCorporation may also have offices at such other places both within and without the State 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 held 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.

Section 2. The annual meeting ofshareholders commencing with the year 1971Shareholders shall be held at any time during the periodNovemberJanuary 1 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.

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ARTICLEVI

V

MEETINGSANNUAL MEETING OF THE BOARD OF DIRECTORS

Section 1. Meetings of theboardBoard ofdirectorsDirectors, regular or special, may be held either within orwithoutoutside the State of New York.

Section 2. The first meeting of each newly electedboardBoard ofdirectorsDirectors shall be heldat such time and place as shall be fixed by the vote of the shareholders atimmediately following the annual meeting and no notice of such meeting shall be necessary to the newly electeddirectorsDirectors in ordertolegally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all thedirectorsDirectors. The first order of business of the newly elected Board is to appoint a Chairman. Annually the newly elected Board of Directors elects one member to be the Chairman of the Board. The Chairman of the Board shall be appointed at the first Board of Directors meeting after the annual shareholders meeting, and shall preside as such for the remainder of the year. If, however, for any special meeting of the Board of Directors, the Board may appoint another Chairman for that meeting, confirmed by two-thirds vote of the Board of Directors. The Chairman, in consultation with the other Directors and the Chief Executive Officer, is responsible for the functioning of the Board and presides over and sets the schedule and agenda for all meetings of the Board of Directors and Shareholders, with the exception of a special meeting of the Board of Directors called by the Secretary.

Section 3.

Section 3. Directors shall attend and participate in all Board meetings and shareholder meetings. Participation by remote means must be approved by all the Directors and shall constitute presence in person at such meeting. For Board votes, each Director is entitled to cast one vote except as excluded by a requirement for a Class A Shares or Class B Shares vote.Regular meetings of theboard of directorsBoard of Directors shall be held quarterly and may be held upon such notice, or without notice, and at such time and at such place as shallfrom time to timebe determined by theboardBoard. The independent Directors must have an executive session meeting prior to each Board of Directors meeting.

Section 4. Special meetings of theboardBoard ofdirectorsDirectors may be called by the(president,Deleted: by Board of Directors amendment dated August 21, 2013,) chief executive officer (Added: by Board of Directors amendment dated August 21, 2013) onChairman, provided that notice is provided to each Director not less than five nor more than twenty

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days’ notice to each directordays, either personally or by mail or bytelegramemail, prior to the special meeting date; special meetings shall be called by the (president,Deleted: by Board of Directors amendment dated August 21, 2013) chief executive officer (Added: byBoardof Directors amendment dated August 21, 2013) or secretarythe Secretary in like manner and on like notice on the written request of twodirectorsDirectors. The limited business of such special meetings must be included in said notice.

Section 5. Notice of aspecialmeeting need not be given to anydirectorDirector who submits a signed waiver of noticewhetherbefore or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice.Neither theThe business to be transacted at,noror the purpose of, any regular or special meeting of theboardBoard ofdirectors needDirectors needs to be specified in the notice or waiver of notice of such meeting.

Section 6. A majority of thedirectorsDirectors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by thecertificateCertificate ofincorporation.Incorporation. The vote of a majority of thedirectorsDirectors present at any meeting at which a quorum is present shall be the act of theboardBoard ofdirectorsDirectors, unless the vote of a greater number is required by law or by thecertificateCertificate ofincorporation.Incorporation. If a quorum shall not be present at any meeting ofdirectorsDirectors, thedirectorsDirectors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. At all meetings of theboardBoard ofdirectors, a Chairman chosen byDirectors, with thedirectors shall preside.[Adopted byexception of a special meeting of the Board of Directorscalled by the Secretary where the agenda is set by the Directors that called for the special meeting, the Chairman will set the agenda in consultation with the Chief Executive Officer and other Directors.

Section 8. Each Director owes a duty of loyalty and duty of care to the Corporation; for example, a Director shall recuse himself from votingonAugust 21, 2013]a resolution or the appointment, promotion or compensation of an Officer, if he has a familial relationship.

ARTICLEVII EXECUTIVE COMMITTEEVI

COMMITTEES

Section 1. TheboardBoard ofdirectorsDirectors, by resolution adopted by a majority of the entireboardBoard, may designate, from among its members, an executive the creation of an audit committee, the pension committee, governance committee and other committees, each consisting of three or moredirectors,Directors (except for temporary special committees), and each of which, to the extent provided in the resolution, shall have all the authority of theboardBoard, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by theboardBoard ofdirectorsDirectors at a regular or special meeting of theboard of directors. The executive committeeBoard of Directors. Committees shall keep regular minutes of its proceedings and report the same to theboardfull Board when required.

Section 2. The audit committee shall be comprised of at least three independent Directors, one of which must qualify as a financial expert. The primary purpose of an auditcommittee is to provide oversight of the financial reporting process, the audit process, the system of internal controls and applicable regulatory compliance.

Section 3. The governance committee shall be comprised of not less than three (3) Directors including the Chairman, two (2) of which must be independent Directors and appointed by majority vote of the Directors. The purpose of the governance committee is to ensure that the Board fulfills its legal, ethical, and functional responsibilities through adequate corporate and Board governance, including but not limited to recommending to the Board the following: Board policies and procedures; a Board nomination process; appropriate compensation for the Board and Officers; development of corporate compliance programs; evaluations of Officers; and Board members’ performance. The Chairman shall also preside over the Governance Committee.

Section 4. The pension committee shall be comprised of members of the Board of Directors as may be appointed by majority vote of the Directors.

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ARTICLEVIII

VII

NOTICES

Section 1. Whenever, under the provisions of the statutes or of thecertificateCertificate ofincorporationIncorporation or of thesebyBy-laws, notice is required to be given to anydirectorDirector orshareholderShareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail,email or courier,addressed to suchdirectorDirector orshareholderShareholder, at his address as it appears on the records of thecorporationCorporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice todirectorsDirectors may also be given bytelegramfacsimile or email.

Section 2. Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of thecertificateCertificate ofincorporationIncorporation or thesebyBy-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLEIX

VIII

OFFICERS

Section 1. TheofficersOfficers of thecorporationCorporation shall be chosen by theboard of directors and shall be a chief executive officer (Added: byBoard of Directorsamendment dated August 21, 2013),and shall be a Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, apresident, a vice-president, a secretaryVice-President, and/or atreasurer.Secretary. TheboardBoard ofdirectorsDirectors may also choose additionalvice-presidentsVice-Presidents, and one or moreassistant secretariesAssistant Secretaries andassistant treasurersAssistant Treasurers.

Section 2. TheboardBoard ofdirectorsDirectors at its first meeting after each annual meeting ofshareholdersShareholders shall choose achief executive officer(Added: by Board of Directors amendment dated August 21, 2013) president,Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, one or morevice-presidentsVice-Presidents, asecretarySecretary, anda treasurerone or more Assistant Secretaries and Assistant Treasurers, none of whom need be a member of theboardBoard.