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QUESTIONS AND ANSWERS REGARDING THE PROXY

STATEMENT AND ANNUAL MEETING

When and where is the Annual Meeting?

The Annual Meeting of Shareholders will be held on Thursday, July 21, 201618, 2019, at 10:00 a.m. local time at the Midlothian CommunityConference Center located at One Community Circle, Midlothian, Texas 76065.  You are invited to attend the annual meetingAnnual Meeting and are requested to vote on the proposals described in this Proxy Statement.

Why did I receive a notice in the mail regarding the Internetinternet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission,Commissions  (the “SEC”), Ennis, Inc. (“Ennis” or the “Company”) has elected to provide access to its Proxy Statement and Annual Report, which we refer to as the proxy materials, over the Internetinternet or, upon your request, has delivered printed versions of the proxy materials to you by mail.  The proxy materials are being provided in connection with Ennis’s solicitation of proxies for use at the Annual Meeting of Shareholders or at any adjournment or postponement thereof.  Accordingly, the Company sent a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about June 6, 20162019 to its shareholders entitled to receive notice of and to vote at the meeting.

All shareholders will have the ability to access the proxy materials on the web sitewebsite referred to in the Notice or request to receive a printed set of the proxy materials.  Instructions on how to access the proxy materials over the Internetinternet or to request a printed set may be found in the Notice.  In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an on-going basis.  Ennis encourages shareholders to take advantage of the availability of the proxy materials over the Internet.internet.

How can I access the proxy materials electronically?

The Notice will provide you with instructions regarding how to:

Ennis’Ennis’s proxy materials are also available on Ennis’s web sitewebsite atwww.ennis.com/investor_relations.investor_relations.

Choosing to receive future proxy materials by email will save Ennis the cost of printing and mailing documents to you thereby lowering the costs associated with the Annual Meeting.  If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting web site.website.  Your election to receive proxy materials by email will remain in effect until you terminate it.

What is included in the proxy materials?

Ennis’s Annual Report on Form 10-K for the year ended February 29, 2016,28, 2019, as filed with the SEC on May 11, 20166, 2019, and this Proxy Statement.

If you requested printed versions of these materials by mail, these materials also include the proxy card or voting instruction form for the Annual Meeting.

I may have received more than one Proxy Statement. Why?

If you received more than one Proxy Statement, your shares are probably registered differently or are in more than one account.  Please vote each proxy card/notice that you received.

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How does the Board of Directors recommend that I vote my shares?

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board.Company’s Board of Directors (the “Board”). The Board’s recommendation can be found with the description of each item in this Proxy Statement. In summary, the Board recommends a vote:

FOR, the Board’s proposal to elect the nominated Directors;

FOR, the Board’s proposal to ratify the selection of Grant Thornton LLP as our independent registered public accounting firm; and

FOR, the non-binding advisory vote on executive compensation for our named executive officers.

What will occur at the Annual Meeting?

We will determine whether enough shareholders are present at the meeting to conduct business. Your shares are counted as present at the Annual Meeting if you attend the meeting and vote in person or if you properly return a proxy by mail. In order for us to hold our meeting, holders of a majority of our outstanding shares of our common stock as of May 23, 201620, 2019, must be present in person or by proxy at the meeting. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the meeting.

All shareholders of record at the close of business on May 23, 201620, 2019, will be entitled to vote on matters presented at the meeting or any adjournment thereof. On May 23, 2016,20, 2019, there were 26,069,16426,156,097 shares of our common stock issued and outstanding. The holders of a majority, or 13,034,58313,078,049 of the shares, of our common stock entitled to vote at the meeting must be represented at the meeting in person or by proxy to have a quorum for the transaction of business at the meeting and to act on the matters specified in the Notice.

If a quorum of shareholders are present at the meeting to conduct business, then we will:  i) vote to elect as members of our Board of Directors the following individuals for a three-year term: John R. Blind, (new nominee for director),Barbara T. Clemens, and Michael J. Schaefer, and James C. Taylor;Schaefer; ii) ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2017;ending February 29, 2020 (which we refer to as fiscal year 2020); iii) tabulate the non-binding vote on executive compensation; and iv) conduct any other business properly coming before the meeting.

After each proposal has been voted on at the meeting, we will discuss and take action on any other matter that is properly brought before the meeting. We have hired Computershare Investor Services, LLC, our transfer agent, to count the votes represented by proxies cast by ballot. Employees of Computershare Investor Services, LLC and our legal counsel will act as inspectors of election.

A representative of Grant Thornton LLP, our independent registered public accounting firm, is expected to be present at the Annual Meeting and will be afforded an opportunity to make a statement, if such representative so desires, and to respond to appropriate questions.questions.

How many votes are necessary to elect the nominees for director?

When a quorum is present, directors will be elected by a majority of votes cast, unless the election is contested, in which case directors will be elected by a plurality of votes cast.  An election will be contested if the number of nominees, as determined by the Board of Directors, exceeds the number of directors to be elected.  A “majority of votes cast” means that the number of shares voted “for” a director exceeds the number of votes cast “against” that director.  The following will not be deemed votes cast: (i) a share otherwise present at the meeting but for which there is an abstention and (ii) a share otherwise present at the meeting as to which a shareholder gives no authority or direction.  Brokers are not permitted to vote for the election of directors, unless you provide specific instructions to them by completing and returning the Voting Instruction Form or following the instructions provided to you by your broker for voting your shares by telephone or the Internet.internet.

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With respect to the election of directors, shareholders have cumulative voting rights, which means that each shareholder entitled to vote (a) has the number of votes equal to the number of shares held by such shareholder multiplied by the number of directors to be elected and (b) may cast all such votes for one nominee or distribute

such shareholder’s votes among the nominees as the shareholder chooses. The right to cumulate votes may not be exercised until a shareholder has given written notice of the shareholder’s intention to vote cumulatively to the corporate secretaryCorporate Secretary on or before the day preceding the election. If any shareholder gives such written notice, then all shareholders entitled to vote or their proxies may cumulate their votes. Upon such written notice, the persons named in the accompanying form of proxy may cumulate their votes. As a result, the Board also is soliciting discretionary authority to cumulate votes.

How are votes counted for the election of directors?

In the election of directors, you may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to each of the nominees.  Abstentions will be counted for purposes of determining the presence or absence of a quorum only.

What happens if a director in an uncontested election does not receive a majority of votes cast for his or her election?

If a director in an uncontested election does not receive a majority of votes cast for his or her election, the director will, within ten business days of certification of election results, submit to the Board of Directors a letter of resignation for consideration by the Nominating and Corporate Governance Committee.Committee (the “Nominating Committee”).  The Nominating and Governance Committee will promptly assess the appropriateness of such nominee continuing to serve as a director and recommend to the Board the action to be taken with respect to such tendered resignation.  The Board will determine whether to accept or reject such resignation or what other action should be taken within 90 days of the certification of election results.

How many votes are necessary to ratify the selection of Grant Thornton LLP?

The ratification of the selection of Grant Thornton LLP, as our independent registered public accounting firm, requires the affirmative vote of the shareholders present or represented by proxy and representing a majority of votes entitled to be cast. Abstentions will have no effect as a vote. Brokers holding shares for beneficial owners have discretionary voting power to vote such shares in favor of this proposal, unless instructed otherwise.Even if the shareholders ratify the  appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the Company’s best interests and the interests of the shareholders. The Audit Committee and management contacted five firms for consideration as the Company’s independent public accounting firm for fiscal year 2020. After consideration, the Audit Committee decided to retain Grant Thornton for fiscal year 2020. In the future, the Audit Committee will again review whether there should be a rotation of independent registered public accounting firms because the Audit Committee believes it is important for the Company’s registered public accounting firm to maintain independence and objectivity.

How many votes are necessary to approve the non-binding advisory vote on executive compensation?

Approval of the non-binding advisory vote on executive compensation requires the affirmative vote of the shareholders present or represented by proxy and representing a majority of the votes entitled to be cast.  Abstentions will have no effect as a vote.  Brokers will not have discretionary voting power on this proposal and are not permitted to vote on this proposal, unless you provide specific instructions to them by completing and returning the Voting Instructions Form or following the instructions provided to you by your broker for voting your shares by telephone or the Internet.internet.  As your vote is advisory, it will not be binding upon the Board. However, theThe Compensation Committee and the Board will take the outcomeviews of shareholders into account when considering future executive compensation arrangements.

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Until our 2018 Annual Meeting, the Company’s advisory vote on executive compensation had always received at least 90% of votes FOR approval of the proposal.  At the 2018 Annual Meeting, the approval rate was uncharacteristically low, we believe largely due to a negative recommendation on the proposal by Institutional Shareholder Services (“ISS”).  In response to ISS comments and letters from several of our larger institutional shareholders, and because the Compensation Committee and the Board takes the views of shareholders into account when considering executive compensation arrangements, the Company amended several of its executive employment agreements in May 2019.  For additional information, please see Proposal No. 3 – Non-Binding Advisory Vote on Executive Compensation below.

What if a nominee is unwilling or unable to serve?

The persons nominated for election to our Board of Directors have agreed to stand for election.  However, should a nominee become unable or unwilling to accept nomination or election, the proxies will be voted for the election of such other person as the Board may recommend.  Our Board of Directors have no reason to believe that the nominees will be unable or unwilling to serve if elected, and to the knowledge of the Board, the nominees intend to serve the entire term for which election is sought.

What is the difference between holding shares of Ennis stock as a “shareholder of record” and as a “beneficial owner”?

Many of our shareholders hold their shares through a broker, bank, or other nominee rather than directly in their own name.  As summarized below, there are some distinctions between holding shares as a “shareholder of record” and holding shares as a “beneficial owner” in street name.

If your shares are registered directly in your name with our transfer agent, Computershare Investor Services, LLC, you are the “shareholder of record” of the shares.  If your shares are held in a brokerage account or by a bank or by another nominee, you are the “beneficial owner” of shares held in street name.

How do I vote?

You may vote using any of the following methods:

If you are a shareholder of record, you will need the control number included on the Notice to access the proxy materials.  Follow the instructions on the Notice to vote your shares electronically over the Internet.internet.  If you are a beneficial owner of shares, you may vote your shares electronically over the Internetinternet by following the instructions sent to you by your broker, bank, or other holder of record.

If you are a shareholder of record, request from us, by following the instructions on the Notice, printed copies of the proxy materials, which will include a proxy card.  If you are a beneficial owner of shares, you may vote your shares by mail by following the instructions sent to you by your broker, bank, or other holder of record.  Be sure to complete, sign, and date the proxy card or voting instruction form and return it in the prepaid envelope.

If you are a shareholder of record, you may vote your share telephonically by calling the toll-free number that is referenced in the proxy materials available over the Internetinternet or by mail.  If you are a beneficial owner of shares, you may vote your shares telephonically by following the instructions sent to you by your broker, bank, or other holder of record.

All shareholders of record may vote in person at the Annual Meeting.  You can request a ballot at the meeting.  You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person.  If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank, or other holder of record and present it to the inspector of election with your ballot to be able to attend or vote at the Annual Meeting.

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Internet and telephonetelephone voting facilities for shareholders of record will be available 24 hours a day and will close at 1:00 a.m. central time on July 21, 2016.18, 2019. The availability of Internetinternet and telephone voting for beneficial owners will depend on the voting process of your broker, bank, or other holder of record.  We therefore recommend that you follow the voting instructions in the materials provided to you by your broker, bank or other holder of record.  If you vote over the Internetinternet or by telephone, you do not have to return a proxy card or voting instruction form.  If you are located outside the U.S. andor Canada, please use the Internetinternet or mail voting methods.  Your vote is important.

What can I do if I change my mind after I vote my shares?

If you are a shareholder of record, you can revoke your proxy prior to the completion of voting at the Annual Meeting by:

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank, or other holder of record.  You may also vote in person at the Annual Meeting if you obtain a legal proxy as described in the answer to the previous question.

Will my shares be voted if I don’tdo not provide my proxy and don’tdo not attend the Annual Meeting?

If you do not provide a proxy or vote the shares held in your name, your shares will not be voted.

If you hold your shares through one of the Company’s employee benefit plans and do not vote your shares, your shares (along with all other shares in the plan for which votes are not cast) will be voted pro rata by the trustee in accordance with the votes directed by other participants in the plan who elect to act as a fiduciary entitled to direct the trustee of the applicable plan on how to vote the shares.

What happens if I do not give specific voting instructions?

If you are a shareholder of record and you sign and return a proxy card without giving specific instructions, the proxy holders will vote your shares in the manner recommended by the Board of Directors on all matters presented in this Proxy Statement.  With respect to other matters properly presented for a vote at the Annual Meeting, the proxy holders may use their discretion to determine how to vote your shares.

If you are a beneficial owner of shares and do not provide your broker, bank or other holder of record with specific voting instructions, then under the rules of the New York Stock Exchange, your broker, bank, or other holder of record may only vote on matters for which it has discretionary voting power to vote.  If your broker, bank, or other holder of record does not receive instructions from you on how to vote your shares and such holder does not have discretion to vote on the matter, then that holder will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares and your shares will not be voted on that matter.

How do I raise an issue for discussion or vote at the next Annual Meeting?

Under SEC rules, a shareholder who intends to present a proposal, including the nomination of directors, at the 20172020 Annual Meeting of Shareholders and who wishes the proposal to be included in the Proxy Statement for that meeting must submit the proposal in writing to our Corporate Secretary.  The proposal must be received no later than February 06, 2017.7, 2020, which is 120 days prior to the first anniversary of the expected mailing date of this Proxy Statement.  However, if the date of the 2020 Annual Meeting is changed by more than 30 days from July 18, 2020 (the one-year anniversary of our 2019 Annual Meeting), then the deadline for receipt of stockholder proposals will be a reasonable time before we print and send proxy materials for the 2020 Annual Meeting.  Any such proposals must comply with SEC regulations under Rule 14a-8 of the Exchange Act of 1934, as amended, regarding the inclusion of shareholder proposals in company-sponsored proxy materials.

All written proposals should be directed to Investor Relations Department, Ennis, Inc., P.O. Box 403, Midlothian, Texas 76065-0403.

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The Nominating and Corporate Governance Committee (“Nominating Committee”) is responsible for selecting and recommending director candidates to our Board, and will consider nominees recommended by shareholders.shareholders pursuant to the Corporate Governance Guidelines set forth on the Company’s website.  If you wish to have the Nominating Committee consider a nominee for director, pursuant to these guidelines you must send a written notice to the Company’s Corporate Secretary at the address provided above and include the information required by the Nominating Committee Charter, as discussed in the section entitledDirectorNominating Processesof this Proxy Statement.

Could other matters be decided at the Annual Meeting?

As of the date we began to deliver the Notice, we did not know of any matters to be brought before the Annual Meeting other than those described in this Proxy Statement.

If you vote your shares over the Internetinternet or by telephone or you sign and return a proxy card or voting instructions form, and other matters are properly presented at the Annual Meeting for consideration, the proxies appointed by the Board of Directors (the persons named in your proxy card) will have the discretion to vote on those matters for you.  The proxies intend to vote in accordance with their best judgment in the interest of Ennis and its shareholders.

Is there a list of shareholders entitled to vote at the Annual Meeting?

The names of shareholders of record entitled to vote at the Annual meetingMeeting will be available at the Annual Meeting, and for ten days prior to the meeting for any purpose germane to the meeting, between the hours of 8:30 a.m. and 5:00 p.m. central time, at our corporate headquarters at 2441 Presidential Parkway, Midlothian, Texas 76065 by contacting our Corporate Secretary.

Who will pay for the cost of this solicitation?

Our Board has sent you this Proxy Statement.  Our directors, officers, and employees may solicit proxies by mail, by telephone, or in person.  Those persons will receive no additional compensation for any solicitation activities.  We will request banking institutions, brokerage firms, custodians, trustees, nominees, and fiduciaries that hold our common stock of record to forward solicitation materials to the beneficial owners of that common stock, and we will, upon the request of those record holders, reimburse reasonable forwarding expenses.  We will pay the costs of preparing, printing, assembling, and mailing the proxy materials used in the solicitation of proxies.

Do I need an admission ticket to attend the annual meeting?Annual Meeting?

You will need an admission ticket or proof of stock ownership to enter the annual meeting.Annual Meeting.  If you are a shareholder of record, your admission ticket is the Notice mailed (or sent electronically) to you or the admission ticket attached to you proxy card if you elected to receive a paper copy of the proxy materials.  If you plan to attend the annual meeting,Annual Meeting, please bring it with you to the Annual Meeting.

If you are a beneficial owner of shares and you plan to attend the annual meeting,Annual Meeting, you must present proof of your ownership of Ennis common stock, (“Common Stock”), such as a bank or brokerage account statement, to be admitted to the Annual Meeting.

No cameras, recording equipment, electronic devices, large bags, briefcases, or packages will be permitted in the Annual Meeting.  Certain procedural rules pertaining to conduct at the meeting will be outlined by the Secretary of the Meeting to allow shareholders to address questions to the appropriate person.  If you have any questions about attending the meeting, please call investor relations at 972-775-9800 or toll-free at 800-752-5386.

Where can I find the voting results of the Annual Meeting?

We will announce the voting results at the Annual Meeting and will publish the resultsvote count in our current report onForm 8-K.  We will file that report with the SEC on or aroundbefore July 25, 2016.24, 2019.  This Form 8-K will be available without charge to shareholders upon written request to Investor Relations Department, Ennis, Inc., P.O. Box 403, Midlothian, Texas 76065-0403 or via the Internetinternet atwww.ennis.com.

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PROPOSAL NO. 1

APPROVAL OF ELECTION OF EACH OF THE THREE DIRECTOR NOMINEES

The number of directors who shall constitute the Company’s Board of Directors is currently set at nine, as set forth in the Company’s Articles of Incorporation and the Bylaws. The Board of Directors consists of three classes serving staggered three-year terms as set forth in Article Five of the Articles of Incorporation. Directors for each class are elected at the Annual Meeting of Shareholders held in the year in which the term for their class expires. The staggered Board was approved by the shareholders at the June 13, 1983 Annual Stockholders Meeting.

Our Board of Directors proposes the election of John R. Blind, Barbara T. Clemens, and Michael J. Schaefer and James C. Taylor as directors to hold office for a term of three years, expiring at the close of our Annual Meeting of Shareholders to be held in 20192022 or until their successors are duly elected and qualified. It is the Board’s opinion that because of each candidates’ business experience and/or his or her prior tenure as a director of the Company, each is sufficiently familiar with the Company and its business to be able to competently direct the Company’s business affairs. Biographical information on each candidate is set forth inDirectors — Summary of Our Independent Directors section of this Proxy Statement.

If any of Mr. Blind, Mr. Schaefer,Ms. Clemens, or Mr. TaylorSchaefer becomes unavailable for election, which is not anticipated, the proxies will be voted for the election of such other person as the Board may recommend.

The Board of Directors recommends that shareholders vote “FOR” the Nomineesnominees for Directordirector set forth above.

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PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Grant Thornton LLP served as the Company’s independent registered public accounting firm for fiscal 2016 and has reported on our financial statements. The Audit Committee of the Board of Directors has selected Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2017. The Board of Directors is asking shareholders to ratify this selection.

Although SEC regulations and the NYSE listing requirements require the Company’s independent registered public accounting firm to be engaged, retained and supervised by the Audit Committee, the Board of Directors considers the selection of an independent registered public accounting firm to be an important matter to shareholders and considers a proposal for shareholders to ratify such appointment to be an opportunity for shareholders to provide input to the Audit Committee and the Board of Directors on a key corporate governance issue.

Grant Thornton LLP has served as the Company’s independent registered public accounting firm for the fiscal years 2005 through 2019 and has reported on our financial statements during such time period. The Audit Committee of the Board of Directors has selected Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2020.  The Board of Directors is asking shareholders to ratify this selection.

Even if the shareholders ratify the appointment, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders.  The Audit Committee periodically considers whether there should be a rotation of the independent registered public accounting firms because the Audit Committee believes it is important for the registered public accounting firm to maintain independence and objectivity. In making the selection for fiscal year 2020, the Audit Committee underwent a Request for Proposal (“RFP”) process with five other firms.  After considering all factors, the Audit Committee ultimately determined that it was in the best interest of the Company and its shareholders to retain Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2020.

Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions.

The Board of Directors recommends a vote “FOR” the proposal to ratify the selection of the Company’s independent registered public accounting firm for fiscal year 2017.

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PROPOSAL NO. 3

NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

Ennis shareholders have the opportunity at the Annual Meeting to vote on an advisory resolution, on our executive compensation package, otherwise known as “Say-on-Pay,” to approve the compensation of Ennis’s Namednamed executive officers (“NEOs”), as described in the Executive Compensation section of this Proxy Statement. Because your vote is advisory, it will not be binding upon the Board; however, the Compensation Committee and the Board will take the outcome into account when considering future executive compensation arrangements.  This vote is required pursuant to Section 14A of the Securities Exchange Act.  This shareholder advisory vote on executive compensation currently occurs each year, and the next such shareholder advisory vote will occur at the next Annual Meeting, to be held in 2020.

Until our 2018 Annual Meeting, the Company’s advisory vote on executive compensation had always received at least 90% of Shareholdersvotes FOR approval of the proposal.  At the 2018 Annual Meeting, the Company received only 52% of votes FOR approval of the proposal. The Board believes that the uncharacteristically low approval rate at the 2018 Annual Meeting was largely due to a recommendation by Institutional Shareholder Services (“ISS”), an outside advisory service company, which advised the Company’s institutional shareholders to vote AGAINST the Company’s executive compensation program at the 2018 Annual Meeting.  In reviewing the ISS report that had been forwarded to subscribing institutional shareholders regarding the negative recommendation, ISS expressed concerns based on ISS’s view that new employment agreements with three of the Company’s NEOs, which were originally entered into in 2017.2008, included a tax gross-up provision and did not include a true “double trigger” severance provision, in each case in connection with a change of control of the Company.  The Company disagreed with several of ISS’s positions and characterizations of these agreements.  However, to avoid further misunderstandings and to address potential concerns of our shareholders, on May 15, 2019, the agreements were amended to delete the tax gross up provision and replace the modified “single trigger” provision with a true “double trigger” mechanism in a change of control situation.  Prior to these changes in 2017, the agreements were also amended to reduce the severance the executives would receive in a change of control situation.  While the Board understands that the vote on this proposal is non-binding and advisory in nature, the Board values shareholder input regarding our executive compensation program, as evidenced by the Board’s recommendation that the vote occur every year since the inception of Say-on-Pay in 2011.  In the future, the Compensation Committee and the Board will continue to take the views of shareholders into account when considering executive compensation arrangements.

Our Compensation Committee is committed to creating an executive compensation program that enables us to attract and retain a superior management team that has targeted incentives to build long-term value for our shareholders. The Company’s compensation package utilizes a mixture of cash and equity awards to align executive compensation with our annual and long-term performance. These programs reflect the Committee’s philosophy that executive compensation should provide rewards for superior performance, as well as accountability for underperformance. At the same time, we believe our programs do not encourage excessive risk-taking by our management team. The Board believes that our philosophy and practices have resulted in executive compensation decisions that are appropriate and that have benefited the Company over time.

For these reasons, the Board requests that our shareholders approve the Company’s executive compensation for our NEOs as described in this Proxy Statement pursuant to the SEC disclosure rules, including the Compensation Discussion and Analysis, the executive compensation tables and the related footnotes and narrative accompanying the tables.

The Board of Directors recommends that you vote “FOR” the non-binding advisory vote on executive compensation for our Named executive officers.

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CORPORATE GOVERNANCE MATTERS

General

Our Corporate Governance Guidelines address the following matters, among others: director qualifications, director responsibilities, the role of the lead director, committees of the Board Committees,(“Committees”), director access to officers, employees and independent advisors, director compensation, Board performance evaluations, director orientation and continuing education, CEO evaluation, and succession planning.  The Corporate Governance Guidelines also contain categorical standards, which are consistent with the standards set forth in the New York Stock Exchange (“NYSE”) listing standards, to assist the Board in determining the independence of the Company’s directors.  A copy of these guidelines is available free of charge upon written request to Investor Relations Department, Ennis, Inc., P.O. Box 403, Midlothian, Texas 76065-0403 or via the Internetinternet atwww.ennis.com.

Board Size

The Company’s Articles of Incorporation and By-lawsBylaws provide that the number of directors is nine.

Director Independence

Our Governance Guidelines provide that the Board of Directors must be composed of a majority of independent directors.  The Board has approved Independence Guidelines that expand on the criteria for independence.  These are posted on our website.  The Board has determined that each non-employee director (other than Mr. Mozina) meets the standards regarding independence set forth in the Corporate Governance Guidelines of the Company, is in compliance with NYSE rules, and has no material relationship with the Company.  The Board of Directors has determined that the current independent directors, which consist of Mr. Price,Blind, Mr. Pritchett (director notBracken, Mr. Long, Jr., Mr. Taylor (not standing for re-election through no disagreements with the Board or members of management)re-election), Mr. Quiroz, Mr. Taylor, Mr. Long, Mr. Schaefer and Mr. BrackenPriddy constitute a majority of the Board.  The Board of Directors also has determined that Mr. Blind, aMs. Clemens, our new nominee, meets the criteria for independence.standards of independence in compliance with NYSE rules, and has no material relationship with the Company.  If all three nominees are elected, independent directors will continue to constitute a majority of the Board.

Mr. Mozina was elected by the unanimous consent of the directors to fill the board position vacated due to the resignation of Mr. Magill in May 2019. Mr. Mozina is the former owner of Integrated Print & Graphics (“IPG”), which the Company acquired in March 2019. Mr. Mozina’s knowledge of the print segment, both as a manufacturer and as a distributor with connections in the Chicago marketplace, was a critical factor in the Board’s determination that he should fill the seat vacated by Mr. Magill. Since there is a continuing sourcing agreement with Mr. Mozina’s distributorship involving IPG, and because the Company leases the existing IPG space from him, the Board determined that Mr. Mozina should not be classified as an independent director.  For additional information, see Certain Relationships and Related Transactions and Director Independence, below.  Despite the determination that Mr. Mozina is not an independent director, Mr. Mozina is not employed as an officer or otherwise by Ennis or any of its subsidiaries, which qualifies Mr. Mozina as a non-employee director for purposes of our policies applicable to non-employee directors.

Criteria for Membership on the Board

When identifying director nominees, the Nominating Committee seeks director candidates with high personal and professional ethics, integrity and values.  In addition, the Nominating Committee looks for nominees thatwho have outstanding records of accomplishments in their chosen business or profession, and are committed to representing the long-term interest of our shareholders.  The Board seeks members reflecting a range of talents, ages, skills, diversity, and expertise, particularly in the areas of accounting and finance, management, domestic and international markets, current or past involvement in our industry, and leadership sufficient to provide sound and prudent guidance with respect to the Company’s operations and interests.  

Since 2003, the Board has had an Hispanic representative, Mr. Quiroz, and if elected at the 2019 Annual Meeting, Barbara Clemens will be Company’s first woman director.  The services of Mr. Quiroz and Ms. Clemens on the Board are consistent with the Board’s diversity objectives.  The Board believes Mr. Quiroz and Ms. Clemens not only meet the qualifications applicable to all Board members, but also bring new perspectives, opinions and experiences to the Board that promote balanced and thoughtful Board deliberations, resulting in improved corporate governance.  The

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strong qualifications of Mr. Quiroz and Ms. Clemens, along with the qualifications of our other directors, are set forth below in the Directors section of this Proxy Statement.

The Company also requires that its Board members be able to dedicate the time and resources sufficient to ensure the diligent performance of their duties on the Company’s behalf, including attending Board and applicable committee meetings. Physical attendance is mandatory for all Board and Committee meetings to constitute attendance pursuant to our Bylaws. The Director must also have the financial wherewithal to meet the stock ownership requirements of Directors.  While the Board does not have a formal tenure policy, two of the Company’s three longest tenured directors have left the Board over the past two years, resulting in a reduction in the average age of our directors by six years.  The Nominating Committee believes that there is no need to have a formal tenure policy at this time.

Director Nomination Process

The charter of our Nominating Committee allows shareholders to recommend to the Nominating Committee candidates for membership on the Board of Directors.  To utilize this process and recommend a candidate for director using this process:  (i) the shareholder must follow procedures set forth in the Nominating Committee Charter and (ii) the candidate must meet the qualification standards set forth in the Company’s Corporate Governance Guidelines.

Only shareholders that have owned at least 5% of the outstanding shares of Common Stock for more than one year from the date of the shareholder’s recommendation may

Shareholders wishing to submit the name of a candidate for the Nominating Committee to consider for nomination. To proposeBoard must submit a candidate, the shareholder must provide the following information in the shareholder’s notice:

To include a candidate in any Proxy Statement for the election of directors, the Company will also need the following information:Statement.

Candidates recommended by the Company’s shareholders are evaluated on the same basis as candidates recommended by the Company’s directors, CEO, other executive officers, third party search firms, or other sources.sources and the Nominating Committee’s judgment is final as to the candidates submitted for election.  The Nominating Committee will request and review the resume of any of the candidates based on the qualifications set forth in the Nominating Committee Charter and the Company’s Governance Guidelines.  There can only be one shareholder nominee in our Proxy Statementproxy statement for any given Annual Meeting.

Board Responsibilities

Our business is managed under the direction of the Board.  The Board monitors management on behalf of the shareholders.  Among the Board’s major responsibilities are:

Directors are expected to maintain a good attendance record and familiarize themselves with any materials distributed prior to each Board or committee meeting.  All directors may place items on agendas for Board meetings.  The chair of theeach Committee (the “Chair” or “Chairman”) clears agendas for the meetingmeetings of committees of the Board,their respective Committee, and committeeCommittee members may place items on the agenda.

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Board Leadership Structure, Board Meetings and Executive Sessions

The Board does not maintain a strict policy regarding the separation of the offices of Chairman of the Board and CEO. TheHowever, the Board does review its structure on an annual basis and definitelyfirmly believes this is a matter that should be part of any succession planning process. We currently believe there is no benefit in separation of the two offices considering the open and effective relationship the Board enjoys with the incumbent CEO.

As set forth in our Corporate Governance Guidelines, we have an established policy for athe Chair of the Nominating Committee Chairman to actserves as our lead director, with such duties as set forth in those Guidelines. As current Chair of the Nominating Committee, Godfrey Long, Jr. currently serves as lead director to liaison withdirector. The duties of the CEO, establish agenda items for Board meetings and executive sessions, and moderate the executive sessions. The lead director serves on a pre-established rotating basis withinclude the other Committee Chairs.following:

The Board of Directors not only holds regular quarterly meetings but also holds other meetings each year to review the Company’s strategy, to approve its annual business plan and annual budget, and to act on the Company’s regulatory filings with the SEC.  Special meetings of the Board have occurred when unusual items occur such as responding to the sale of a subsidiary.  The Board of Directors also communicates informally with management on a regular basis.

Non-employee directors meet by themselves, without management or employee directors present, at every regularly scheduled Board meeting. All Board Committees may meet as needed with the Chief Executive Officer who isas a non-voting, ex-officio member of each committee. He canguest, but are not required to do so.  The Chief Executive Officer may be excused from any meeting at the request of the Independent Directors and will recuse himself from any topic concerning him or his actionsindependent directors to allow the Committee to speak candidly.  HeThe Company’s by-laws maintains that Company’s President and Chief Executive Officer can not be a member of a Committee and has no vote and is not present during a vote on matters before the Committee.voting rights.

Committees of the Board

The Board has the following three standing committeesCommittees that are comprised entirely of independent directors: the Audit Committee, the Compensation Committee and the Nominating Committee.  Each committeeCommittee meets in sessions on pre-determined dates and as needed.

Director Access to Management and Independent Advisors

All directors are able to directly contact members of management, including, in the case of the Audit Committee, direct access to the head of internal audit.  Broad management participation is encouraged in presentations to the Board, and executive management frequently meets with Board members on an individual basis.  The Board and its Committees are empowered to hire, at the Company’s expense, their own financial, legal, and other experts to assist them in addressing matters of importance to the Company.

Board Self-Evaluation

The Nominating Committee conducts a self-evaluation of the Board’s performance annually, which includes a review of the Board’s composition, responsibilities, leadership and committeeCommittee structure, processes and effectiveness.  The Nominating Committee of the Board conducts a similar self-evaluation with respect to each committee.Committee.  In addition, each member of the Board is individually evaluated by each other member of the Board, on a periodic basis and annually upon the attainment of age 75 or when up for election.

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Director Orientation and Education

Directors are provided, as may be required, with materials regarding Ennis upon their initial election to the Board.  Other orientation procedures include meetings with senior executives of the Company in its major business units. Board meetings are occasionally held outside the corporate office to permit directors to visit operating locations of Ennis subsidiaries.

Non-Employee Director Compensation and Stock Ownership

The Nominating Committee reviews non-employee director compensation and benefits on an annual basis and makes recommendations to the Board regarding appropriate compensation for the Board’s approval.  It is the Company’s policy that a portion of non-employee directors’ compensation should be equity-based. For details on the compensation currently provided to non-employee directors, please see the Director Compensationsection of this Proxy Statement.

In 2011, a stock ownership policy for all non-employee directors was modified and adopted by the Board. This policy requires that all non-employee directors will maintain at all times a minimum ownership investment in the Common Stockour common stock equal to six times their annual retainer with additional ownership investment encouraged. A newly electednewly-elected, non-employee director has five years to satisfy this minimum ownership investment. For additional information of non-employee director stock ownership, please see the Security Ownership of the Board of Directors and Executive Officerssection of this Proxy Statement.

The Company also expects all directors to comply with all federal and state laws regarding trading in securities of the Company and disclosing material, non-public information regarding the Company. The Company has procedures in place to assist directors in complying with these laws.laws including an Insider Trading Policy put into place in January of 2008 which prohibits officers and directors from hedging their securities or engaging in short-term or speculative trade transactions in the Company’s securities.

Code of Business Conduct and Ethics

The Company has adopted a Standards of Professional Conduct for Officers, Employees, and Directors (“Standards of Professional Conduct”) designed to help Directorsdirectors and employees resolve ethical issues in an increasingly complex global business environment. Our Standards of Professional Conduct applies to all Directorsdirectors and employees, including the Chief Executive Officer, the ChiefCompany’s chief financial officer (the “Chief Financial Officer,Officer” or “CFO”), and all other executive officers. Our Standards of Professional Conduct covers topics including, but not limited to, conflicts of interest, insider trading, competition and fair dealing, discrimination and harassment, confidentiality, payments to government personnel, anti-boycott laws, U.S. embargos and sanctions, compliance procedures, and employee complaint procedures. Our Standards of Professional Conduct is posted on our website under the “Corporate Governance” caption in the “Investor Relations” section. A copy of the Standards of Professional Conduct is available free of charge by contacting Investor Relations Department, Ennis, Inc., P.O. Box 403, Midlothian, TX 76065-0403.76065-0403.

Risk Oversight

The Board exercises oversight of the Company’s operational, financial, and strategic matters, as well as compliance and legal risk. The Board is responsible for assuring appropriate alignment of its leadership structure and oversight of management. Pursuant to delegated authority as permitted by the Company’s By-Laws,Bylaws, Corporate Governance Guidelines, and committeeCommittee charters, the Board’s three standing committeesCommittees oversee certain risks, and the Audit Committee coordinates the risk-oversight role exercised by various committeesCommittees and management.management.  The Board considers broad risk factors in their Executive Sessions.executive sessions.

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Communication with the Board

The Board of Directors maintains a process for shareholders and interested parties to communicate with the Board. Shareholders and interested parties may e-mail, call, or write to the Board, as more fully described on the Company’s website under the “Corporate Governance” caption. Communications addressed to individual Board members and clearly marked as shareholder/interested parties communications will be forwarded by the Corporate Secretary unopened to the individual addressed. Any communications addressed to the Board and clearly marked as shareholder and interested parties communications will be forwarded by the Corporate Secretary unopened to the present chairman of the Nominating Committee, currently Godfrey M. Long, Jr.  Mr. Long has responded to shareholder inquiries in the past in a prompt manner as the Board takes its responsibilities seriously.

DIRECTORS

Term

The Company’s directors consist of three classes serving in staggered three-year terms. As indicated previously, theThe creation of a staggered board was approved by a supermajority of shareholders in 1983.  Directors for each class are elected at the Annual Meeting of Shareholdersshareholders held in the year in which the term for their class expires.

Director Independence and Qualifications

As set forth in the Company’s Corporate Governance Guidelines, in selecting its slate of nominees for election to the Board, the Nominating Committee and the Board have evaluated, among other things, each nominee’s independence, satisfaction of regulatory requirements, financial literacy, personal and professional accomplishments, and experience in light of the needs of the Company, and with respect to incumbent directors, past performance on the Board.  See the Corporate Governance Matters-Criteria forMembership on the Boardsection of this Proxy Statement.  

The Board has determined that Messrs.Mr. Blind, Mr. Schaefer and TaylorMs. Clemens, each of whom are up for election at the 2019 Annual Meeting, have no material relationship with the Company, either directly or indirectly, and are “independent” within the meaning of the listing requirements of the NYSE and the Board’s Independence Criteria.  In addition, the Board has determined that each director nominee is financially literate and possesses the high level of skill, experience, reputation, and commitment that is mandated by the Board.  Presented below is the biographical information of all our Board members, including the nominees (Messrs. Blind, Schaefer, and Taylor).

Summary of Our Independent Directors

There is no family relationship among any of our directors and executive officers.

Summary of Our Non-Employee Directors

The following table, listed in alphabetical order, sets forth the names of our current non-employee directors and nomineesthe non-employee nominee for director, and their respective ages and positions with the Company.

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Set forth below is a description of the backgrounds of our non-employee directors, including the nomineesone new nominee for director.  Information regardingThe biographical information for Mr. Walters, our currentone employee directors (Messrs. Walters, Ahmad (through March 12, 2016 and Magill (from April 11, 2016 to present))director, can be found underExecutive Officers – Summary of Our ExecutiveOfficerssection of this Proxy Statement.

John R. Blind (New Nominee) (nominee for re-election), retired.Mr. Blind served as Vice President of the Printing and Carbonless Division of the Specialty Papers Business Unit of Glatfelter, a specialty paper manufacturing corporation, from 2006 to 2014.  Mr. Blind held various positions with Glatfelter during his 32-year career, the last 12 of which included participation in the Senior Executive Team of the corporation, during which time the company exhibited significant growth.  Mr. Blind’s extensive experience in the manufacture and sale of printing, forms and specialty papers, coupled with his participation in business growth through acquisitions make him a valuable member of our Board of Directors.

Frank D. Bracken, retired.  Mr. Bracken served as President of Haggar Clothing Co. from 1994 to 2006, where he held various positions during his 42 year42-year tenure.  Mr. Bracken iswas the current Co-Chairman of the $200 million capital campaign for the University of North Texas (“UNT”), the former Vice Chairman of the UNT Foundation, board member of the UNT Athletic Board, former Chairman of the Board of Big Brothers Big Sisters Lone Star and of Big Brothers and Big Sisters of America, and former board member and member of the audit and compensation committees of Online Vacation Center (ONVC).  Mr. Bracken is former board member of Haggar Clothing Co. and a current member of the Audit Committee.  Mr. Bracken’s public company experience as a Presidentin the roles of president and board member, along with extensive experience in apparel manufacturing, marketing, branding, sourcing, and product development, provide him with strong insight, particularly with regard to apparel manufacturing and marketing matters, and make him an appropriate and valuable member of our Board and our Audit Committee.

Barbara T. Clemens (new nominee), retired. Ms. Clemens was Vice President of Sales & Customer Service for Boise Paper, a division of Packaging Corporation of America that is headquartered in Lake Forest, IL, from 2016 until her recent retirement. Boise Paper manufactures a full line of office papers including copy, multipurpose, inkjet, laser and colors as well as printing and converting papers.  From 2011 to 2015, Ms. Clemens served as Boise Paper’s Director, Supply Chain. Prior to that, she held numerous positions with Boise Paper including sales, manufacturing, marketing, supply chain and general management. She has served in the paper industry for over thirty years and is very familiar with the Company’s customer base and the print industry as a whole. She is familiar with printing, converting, pressure sensitive, office papers and packaging markets and market dynamics, as well as many of the Ennis locations. She graduated from Texas A&M University with a B.S. in Civil Engineering and has an M.B.A. from UCLA. Ms. Clemens’ experience in the industry, combined with her familiarity with our products and customer base and her deep understanding of manufacturing fundamentals, make her an excellent choice for director.

Godfrey M. Long, Jr.,retired.Business  Mr. Long was a business coach for owners of businesses and key executives focusing on effective management skills and strategic thinking.  Mr. Long is a former consultant and director of Graphic Dimensions, a printing company and forms manufacturer in Atlanta, Georgia, from 2003 to 2008.  From 1984 to 2002, Mr. Long was Chairman and CEO of Short Run Companies, a forms manufacturer in Newport, Kentucky.  Mr. Long is Chairman of the Nominating Committee and a member of the Compensation Committee of Ennis.Committee.  Mr. Long’s extensive experience in manufacturing and his seven years of service as President and board member of the Document Management Industry Association (DMIA) for printing manufacturers and distributors providesprovide him with strong insight into the manufacturing, marketing, and strategic planning challenges facing the print industry today.  This makes him an appropriate and valuable member of our Board and Compensation Committee, and an appropriate and valuable Chairman of our Nominating Committee.

Thomas R. Price

Gary S. Mozina, Owner and PresidentChief Executive Officer of Price Industries,Stevenson Holdings, Inc.  Mr. Mozina is the current Chief Executive Officer of Stevenson Holdings, Inc., a real estateholding company that also does digital printing and investment companymailing under the d/b/a Superior Copies, and ownerwhich is located in Chicago, Illinois.  Previously, Mr. Mozina served as the Chief Executive Officer of Integrated Print and PresidentGraphics (“IPG”) until March 16, 2019, when the assets of Price Oil, L.P.,IPG were acquired by the Company.  He held a company engaged in oil and natural gas production. Mr. Price has been engaged invariety of positions during his present occupation since 1968. Mr. Price is the past chair of the Nominating Committee. Mr. Price has served on numerous boards48-year tenure with IPG and was instrumental in developing IPG’s business prior to its acquisition by the PresidentCompany.  Mr. Mozina has an extensive background in manufacturing and CEOsales and has also been responsible for the design and construction of Congress Drive,multiple facilities used for manufacturing and warehousing.  Since 2003, through his service at IPG, Mr. Mozina has overseen acquisitions of 16 sales and manufacturing organizations.  The Board believes that Mr. Mozina, with over four decades of experience in the print industry, has the knowledge and experience that will make him a power transmission products manufacturing company, for 27 years. Mr. Price’s strong manufacturing experience and prior Board experience provides him with a strong insight, particularly with respect to manufacturing, finance, and corporate governance issues. Such makes him an appropriate and valuable member of our Board and Nominating Committee.the Board.

Kenneth G. Pritchett (Not standing for re-election)

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Troy L. Priddy,President of Ken Pritchett Properties, Inc. Ken Pritchett Properties, Inc. is a Commercial and Residential Development CorporationTroy Priddy Custom Homes.  Based in Midlothian, Texas, Mr. Priddy builds custom homes all over the Dallas/Fort Worth Metroplex.  Since 1983, Mr. Priddy has been successful in the DFW Metropolitan area since 1968, specializinghome building industry, which has it peaks and valleys through every boom and recession which has occurred over the past thirty years in small commercial, medical, office parks,Texas. During 34 years of building, he has served two terms as President of the Greater Southwest Homebuilders Association and exclusive residential development.was on the Board of Directors for the Dallas Homebuilders Association and the Certified Master Builders of Tarrant County. As President and a board member of these two prestigious organizations, he developed relationships with the Dallas and Tarrant County municipal agencies as well as the mayors, city councilmen, and various city and county officials in Ellis County.  Mr. Pritchett served asPriddy was also a member of the Midlothian Economic Development Advisory Board of Methodist Hospitals of Dallas for over fifteen years. Mr. Pritchett has served as President ofwhich allowed him to establish close connections with local governmental officials in the Homebuilders Association of Dallas/Fort Worth and has been an executive officer of bothcity where the Texas and National Homebuilders Associations. Mr. Pritchett has served on two national bank boards and two government agency boards. Mr. Pritchett holds an MBA from U.C. Berkeley in Economics. Mr. Pritchett has been the past chairs of both the Audit and Compensation Committees. Mr. Pritchett’sCompany is headquartered.  During his business career he developed extensive experience in finance, architecture, and engineering provides him with strong insights, particularly with regard to finance and construction aspects, which make him an appropriate and valuable member of our Board and Audit Committee.

Alejandro Quiroz, Chairman of the Board, President and CEO of InveStore, a U.S. Holding Company with investments in printing and commercial real estate companiesfinancings, engineering and directing subcontractors through numerous locations to produce custom homes in a timely and efficient manner. As such he developed relationships with an extensive network of local governmental officials for permits and approvals in the process of building and selling homes in the geographic area.  With deep roots in the Ellis County area of Texas, Mr. Priddy is well known throughout the DFW Metroplex for the quality and integrity he exhibits in his business dealings.

Alejandro Quiroz, entrepreneur.  Mr.Quiroz isinvolvedininvestmentsinprintingandcommercialrealestatecompaniesinboththeUnitedStatesandMexico.Mr.Quiroz,currentlyaresidentoftheUnitedStates,hasbeenafounderandshareholderof,andanadvisorto,differentprintcompaniesformorethanthirtyyears.HewascrucialinputtingtogetheragroupofinvestorstoformtheLeaderGraphicsArtsGroupinMexico.Mr.QuirozhasalsobeeninvolvedinthecommercialrealestatemarketintheUnitedStatesasaninvestorindifferentpartnerships.Mr.QuirozistheChairmanoftheCompensationCommittee.HewasafounderandChairmanoftheMexicanFranchiseAssociationinMexicoandwasafounderandChairmanoftheMexicanEntrepreneursAssociation(AEM)intheUnitedStates.HehasparticipatedasanindependentdirectorofMedicaSurinMexico since2015.Medica Surisapubliccompanythat, since 2013, is the first hospital and health services supplier abroad the United States and Mexico. Mr. Quiroz, currently a residentto be part of San Antonio, Texas, has been founder, shareholder, and advisor for different print companies for more than twenty years. He has also been involved in the commercial real estate market in the United States as an investor in different partnerships. Mr. Quiroz is the Chairman of the Compensation Committee of Ennis. Mr. Quiroz was crucial in putting together a group of investors to form the Leader Graphic Arts Group in Mexico. He was one of the founders and Chairman of the Mexican Franchise Association in Mexico and was one of the founders and Chairman of the Mexican Entrepreneurs Association (AEM) in the United States. He participates as an independent director on the board of directors of Medica Sur in Mexico since 2015. Medica Sur is a public company in the Bocsa (Medicab.MX) and is one of the largest and prestigious medical institutions in Mexico in partnership with the Mayo Clinic network.Mr.Quiroz’sextensiveexperienceinrunningbusinesses inboththe U.S. Mr. Quiroz’s extensive experience UnitedStatesandMexicoprovideshimwith astronginsightintocrossborder,legalandculturalchallengesfacingUnitedStatescompaniesdoingbusinessin running businesses in both the United States Mexico,and Mexico provides vice-versa.Hisskillsandexpertisemakehim with a strong insight into cross-border, legal, anappropriateand cultural challenges facing United States companies doing business in Mexico. Mr. Quiroz is the chairman valuablememberof the

Compensation Committee of Ennis. He has been an invaluable liaison between the Company and Mexico’s political system in helping the Company with its apparel manufacturing facility in Agua Prieta, Mexico. His skills and expertise make him an appropriate and valuable member of our Board and Chairman of our Compensation Committee.

Michael J. Schaefer (nominee for re-election), retired. Former Executive Vice President, Chief Financial Officer and Treasurer of Methodist Health System, Dallas, TX (“Methodist”).  Methodist owns and operates acute care hospitals and associated services in the Dallas metropolitan area.  Mr. Schaefer has served in his present position with Methodist since 1982 and joined Methodist in 1979.  Prior to Methodist, Mr. Schaefer was an audit supervisor with the public accounting firm of Ernst & Ernst (now Ernst & Young), where he worked from 1972 to 1979.  Mr. SchaeferHe is a member of the American Institute of Certified Public Accountants.  Mr. Schaefer is the chairmanChairman of the Audit Committee of Ennis.Committee.  Mr. Schaefer’s extensive experience as a Chief Financial Officerchief financial officer, and his public company audit experience with Ernst & Young, providesprovide him with a strong insight, particularly with regard to accounting, corporate finance, internal/financial control environments and financial and system risks matters, which makes him an appropriate and valuable member of our Board and Chairman of our Audit Committee.

James C. Taylor (not standing for re-election), retired.  FormerMr. Taylor was a Principal of The Anderson Group, Inc. (“Anderson”) from 1989 until 2009, where he served as CEO of four manufacturing firms owned by Anderson.  Prior to 1989, Mr. Taylor was with United Technologies Automotive for 19 years in various capacities, the last seven of which as a Senior Group Vice President of two separate manufacturing groups.  Mr. Taylor is the past chairmanChairman of the Compensation Committee of Ennis.Committee.   Mr. Taylor’s extensive experience in manufacturing provides him with a strong insight, particularly with regard to operations, cost systems, strategic planning, and business management.  SuchThis knowledge base makes him an appropriate and valuable member of our Board, and the Nominating and Corporate Corporate GovernanceCommittee, and Compensation Committees.Committee.

Attendance

During the fiscal year 2016,ended February 28, 2019 (which we refer to as fiscal year 2019), the Board of Directors met sevenfour times.  No incumbent directors with the exception of Mr. Ahmad, attended fewer than 75% of the total number of meetings of the Board of Directors and the committeesCommittees of which he was a member.  In addition, the Directorsour directors are encouraged and expected to attend the annual meetingsAnnual Meetings of the Company’s shareholders.  All of the directors except Mr. Ahmad attended the fiscal 20152018 Annual Meeting.

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Committee Membership

The Company currently has three standing committeesCommittees of the Board: (i) the Audit Committee; (ii) the Compensation Committee; and (iii) the Nominating Committee.  Each committeeCommittee currently is comprised of three non-employee directors, all of whom are considered independent under NYSE listing standards, the Board’s Independence Criteria and our Governance Guidelines.  The Board of Directors meetsindependent directors meet regularly in executive session without management.  The charters for these committeesCommittees can be found on the Company’s website atwww.ennis.comunder the “Corporate Governance” caption in the “Investor Relations” section.  A copy of these charters is available free of charge by contacting Investor Relations Department, Ennis, Inc., P.O. Box 403, Midlothian, TX 76065-0403.

The following table details the membership of each of our committeesCommittees as of February 29, 201628, 2019, and the number of times during the year each of these committeesCommittees met.

It is expected that Mr. Blind,Ms. Clemens, if and upon her election to the new director nomineeBoard, will replace Mr. PritchettPriddy as a member of the Audit Committee, if his election is approved by the shareholdersand Mr. Priddy will contemporaneously replace Mr. Taylor as a member of the Company.Nominating Committee.

Audit Committee

During fiscal year 2016,2019, the Audit Committee met five times.  The Audit Committee performs the following:  (i) discusses with management, the independent auditors, and the internal auditors the integrity of our accounting policies, internal controls, corporate governance, financial statements, financial reporting practices, and significant corporate risk exposures, and steps management has taken to monitor, control, and report such exposures; (ii) monitors the qualifications, independence, and performance of our independent auditors and internal auditors; (iii) monitors our overall direction and compliance with legal and regulatory requirements and corporate governance, including our Standards of Professional Conduct; and (iv) maintains open and direct lines of communication with theour Board, and our management, internal auditors and independent auditors. The Chairman, Mr. Schaefer, is the audit committee financial expert as defined by the SEC.

Compensation Committee

During fiscal year 2016,2019, the Compensation Committee met threefour times. The Compensation Committee oversees and administers our executive compensation policies, plans, and practices and assists the Board in discharging its responsibilities relating to the fair and competitive compensation of our executives and other key employees. In particular, the Compensation Committee is charged with assisting the Board in: (i) assessment ofassessing whether the various compensation programs of the Company are designed to attract, motivate, and retain the senior management necessary for the Company to deliver consistently superior results and are performance-based, market-driven, and shareholder-aligned; (ii) oversight ofoverseeing specific incentive compensation plans adopted by the Company, with the approval of this Committee, included stock plans, supplemental executive retirement plans, and short-term and long-term incentive compensation plans for members of senior management of the company;Company; (iii) assessment ofassessing the effectiveness of succession planning relative to senior management of the Company; (iv) its approval, reviewapproving, reviewing and oversightoverseeing of benefit plans of the company;Company; (v) its oversight ofoverseeing the performance and compensation of the Chief Executive Officer of the Company and the other members of the Company’s senior management team of the Company;team; (vi) the production ofproducing all reports that the SEC rules require be included in the Company’s

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annual Proxy Statement; and (vii) assessment ofassessing compensation programs for material risks to the health of the Company. It is the sole responsibility of the Compensation Committee to assist the Board in these functions, and the authority of the Compensation Committee may not be delegated.  For further information regarding the Compensation Committee’s role in determining executive compensation, please see theCompensation — Compensation Discussion & Analysisbelow.

Nominating and Corporate Governance Committee

During fiscal year 2016,2019, the Nominating Committee met twofour times. The Nominating Committee identifies, investigates, and recommends to the Board director candidates, with the goal of creating balance of knowledge, experience, and diversity. Generally, the Committee identifies candidates through the personal, business and organizational contacts of the directors and management. Potential directors should possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of the Company’s shareholders. In addition to reviewing a candidate’s background and accomplishments, candidates for director nominees are reviewed in the context of the current composition of the Board and the evolving needs of the Company’s businesses. It is the Board’s policy that at all times at least a majority of its members meet the standards of independence promulgated by the NYSE and the SEC and as set forth in the Company’s Corporate Governance Guidelines, and that all members reflect a range of talents, ages, skills, diversity, and expertise, particularly in the areas of accounting and finance, management, domestic and international markets, and leadership sufficient to provide sound and prudent guidance with respect to the Company’s operations and interests. The Company also requires that its Board members be able to dedicate the time and resources sufficient to ensure the diligent performance of their duties on the Company’s behalf, including personally attending all Board and applicable committee meetings.meetings. The Chair of the Nominating Committee also holds the position of lead director.

The

While the Nominating Committee has no specificstand-alone diversity policy, on diversity. However, one factor among the criteria used to evaluate nominees for the Board isCommittee considers diversity of viewpoints, background, experience, accomplishments, education, and skills.skills when evaluating potential nominees to the Board. The Board believes that suchdiversity, including gender diversity, provides varied perspectives which will promoteand fosters active and constructive dialogue among Board members and between the Board and management and result in more effective oversight of management’s formulation and implementation of strategic initiatives. The Board believes this diversity is demonstrated in the varied experience, qualifications, and skills of the members of the Board. In the Board’s executive sessions and in annual performance evaluation conducted by the Board, the Board from time-to-time considers whether the Board’s composition reflects such diversity and whether such diversity promotes a constructive and collegial environment. In determining whether an incumbent director should stand for re-election, the Committee considers the above factors, as well as that director’s personal and professional integrity, attendance, preparedness, participation, and candor, as well as the individual’s satisfaction of the criteria for nomination of directors as set forth in our Corporate Governance Guidelines and other matters determined by the Board.Board.  Since 2003, the Board has had an Hispanic representative, Mr. Quiroz, and if elected at the 2019 Annual Meeting, Barbara Clemens will be Company’s first woman director.  The services of Mr. Quiroz and Ms. Clemens on the Board are consistent with the Board’s diversity objectives.  The Board believes Mr. Quiroz and Ms. Clemens not only meet the qualifications applicable to all Board members, but also bring new perspectives, opinions and experiences to the Board that promote balanced and thoughtful Board deliberations, resulting in improved corporate governance.

While the Board does not have a formal tenure policy, two of the Company’s three longest tenured directors have left the Board over the past two years, resulting in a reduction in the average age of our directors by six years.  The Nominating Committee believes that there is no need to have a formal tenure policy at this time.  Also adding another non-employee director to the board to take the position held by Mr. Magill, added much needed industry experience and connections to broaden the number of non-employee directors. As such one half of the non-employee directors have been replaced in the last three years which should address concerns about not having a mandatory retirement policy.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee for fiscal year 20162019 consisted of Mr. Long, Mr. Quiroz, and Mr. Taylor.  All of the members of the Compensation Committee are non-employee directors of the Company and are not former officers of the Company. During fiscal year 2016,2019, no executive officer of the Company served as a member of the board or compensation committee of a corporation whose executive officers served on the Board or Compensation Committee of this Corporation.Ennis.  All of the non-executive officernon-employee Board members meet the criteria for Independenceindependence as set forth in the Board’s Independence Criteria established in April of 2015.

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EXECUTIVE OFFICERS

Summary of Our Executive Officers

The following table, listed in alphabetical order, sets forth the names of our executive officers and their respective ages and positions with the Company.  For those executive officers on our Board of Directors, it indicates the date they became a boardBoard member and when their current term expires.  There is no family relationship among any of our directors and executive officers.

On April 11, 2016, Michael D. Magill was elected as a director of Ennis, Inc. to replace the seat of Mr. Irshad Ahmad, who resigned his board position on March 12, 2016. Mr. Magill’s term as a director began April 11, 2016 and he will serve as a director of the Company until the expiration of his term on the date of the Company’s annual meeting of shareholders in 2017 and until his successor is elected and qualified.

Set forth below is a description of the backgrounds of our current executive officers and also Mr. Ahmad, who served as an executive officer during the 2016 fiscal year until resigning on April 1, 2016.officers.

Irshad Ahmad,Vice President - Apparel Segment and Chief Technology Officer. Mr. Ahmad assumed the additional responsibilities of Vice President – Apparel Segment (an executive officer level position) and Chief Technology Officer in 2008. Prior to his promotion, Mr. Ahmad served as Vice President of Corporate Information Technology since 2007. He was the Vice President of IT for Alstyle Apparel (Ennis’s Apparel Segment) since 2001 and assumed the additional role of Vice President of Operations at Alstyle in 2005 until moving to corporate in 2007. Prior to joining the Company, Mr. Ahmad worked with GoInvest.com as senior database engineer to design and support development of their online trading system and financial search engine. He also served as head of the software development team for Soft Integrated Systems in Pakistan, during which time he was engaged in an ERP development project in the U.S. He has an undergraduate degree in physics and math and a Master’s of Computer Science. In connection with the tentative sale of our wholly-owned subsidiary, Alstyle Apparel, LLC to Alstyle Operations, LLC (“Buyer”) and with the anticipation of Mr. Ahmad participating with the Buyer to purchase Alstyle Apparel, LLC, Mr. Ahmad resigned his executive officer position with the Company and his employment contract was transferred to Aand G, Inc., a subsidiary of Alstyle Apparel, LLC.

Ronald M. Graham, VicePresident - Administration.  Mr. Graham joined the Company in January 1998 as Director of Human Resources and subsequently was elected to Vice President - Administration and Officer in June 1998.  Mr. Graham served as a Directordirector from 1998-1999 by appointment and was elected and served as Directordirector from June 2003 until June 2008.  Prior to joining the Company, Mr. Graham was with E.V. International, Inc. (formerly Mark IV Industries, Inc.), an electronics manufacturing company, for 17 years as Director Employee Relations and Vice President - Administration.  Prior to that time, Mr. Graham was with Sheller-Globe Corporation, an automotive manufacturing company, for three years as Director of Labor Relations.  Mr. Graham has primarily been responsible for managing the human resource functions and related administration including benefit plans, organizational planning, insurance, labor relations, and payroll.

Michael D. Magill, Executive Vice President and Secretary.  Mr. Magill joined the Company in 2003 as Vice President and Treasurer and subsequently was elected Executive Vice President in February 2005.  Mr. Magill assumed the additional duties of Secretary of the Company on June 28, 2012.  Prior to joining the Company, Mr. Magill was President and Chief Executive Officer of Safeguard Business Systems, Inc., a manufacturer and distributor of business forms, for six years.  Prior to that time, Mr. Magill was Executive Vice President and CFO of KBK Capital Corporation, a publicly traded finance company.  Mr. Magill joined KBK Capital Corporation after ten years with MCorp, a publicly traded bank holding company, where he held various positions, beginning as head of corporate finance and ending as CFO during MCorp’s bankruptcy.

Richard L. Travis, Jr.,SeniorVice Vice President - Finance, Chief Financial Officer, and Treasurer.  Mr. Travis joined the Company in November 2005 as Vice President - Finance and Chief Financial Officer.  He assumed the additional duties of Treasurer on June 28, 2012.  Previously, Mr. Travis was employed as the Chief Financial Officer and Senior Vice President of Human Resources with Peerless Mfg. Co. in Dallas, Texas, a publicly traded manufacturer of filtration/separation and environmental systems for the gas, petrochemical, refinery and power markets from February 2002 to November 2005.  Prior to his experience at Peerless, Mr. Travis served as the Chief Financial Officer at TrinTel Communications, a provider of services to the wireless industry, from January 1999 to December 2001, as President/Chief Operating and Chief Financial Officer at CT Holdings, Inc., a publicly traded software development and incubation company, from December 1996 to December 1999, and as Executive Vice President and Chief Financial Officer for 10 years at Texwood Industries, Inc., a multi-state/country manufacturer of kitchen cabinets and doors.  His 10 years of public accounting experience included positions as a Senior Audit Manager at Grant Thornton LLP, as well as audit experience with Laventhol & Horwath and Ernst & Whinney (now Ernst & Young).  Mr. Travis is a registered certified public accountant.

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Keith S. Walters, Chairman of the Board, CEO and President.  Mr. Walters joined the Company in August 1997 as Vice President-Commercial Printing Operations and was appointed Vice Chairman of the Board and Chief Executive Officer in November 1997.  Prior to joining the Company, Mr. Walters was the Vice President of Manufacturing at Atlas/Soundolier, a division of American Trading and Production Company, a manufacturer of electronic sound and warning systems, from 1989 to 1997.  Prior to that time, Mr. Walters was with the Automotive Division of United Technologies Corporation, an automotive parts and manufacturing company, for 15 years, primarily in manufacturing and operations.

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SECURITY OWNERSHIP

Security Ownership of the Board of Directors and Executive Officers

The following table sets forth information regarding the beneficial ownership of Common Stockcommon stock as of May 23, 201620, 2019, for Common Stockcommon stock beneficially owned by each director, each of thenamed executive officers,officer, and all directors and executive officers as a group:

The percentages of shares outstanding provided in the table are based on voting shares outstanding as of May 23, 2016.20, 2019.  Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  Unless otherwise indicated, each person or entity named in the table has sole voting and investment power, or shares voting and investment power with his or her spouse, with respect to all shares of stock listed as owned by that person.  The number of shares shown does not include the interest of certain persons in shares held by family members in their own right.  Shares issuable upon the exercise of options that are exercisable within 60 days of May 23, 201620, 2019, are considered outstanding for the purpose of calculating the percentage of our outstanding shares of Common Stockcommon stock held by the individual, but not for the purpose of calculating the percentage of our outstanding shares held by any other individual.  In addition, the following shares have not been pledged by the respective officers or directors, unless otherwise stated in the footnotes following the table.  The pledging or margining of the Company securities by an officer or director of the Company is strictly prohibited by the Company’s Insider Trading Policy. The address of our directors and executive officers listed below is c/o Ennis, Inc., 2441 Presidential Parkway, Midlothian, Texas 76065.

* Denotes ownership of less than 1%

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Security Ownership of Certain Beneficial Owners

The following table givessets forth information regarding all of the persons known by us to own, in their name or beneficially, 5% or more of our outstanding Common Stockcommon stock as of May 23, 2016.20, 2019.

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AUDIT-RELATED MATTERS

Audit Committee Report

The Audit Committee of the Board (the “Audit Committee”) is responsible for providing independent, objective oversight of the Company’s financial reporting functions and internal control systems. The Audit Committee is currently composed of three non-employee directors. The Board has determined that the members of the Audit Committee satisfy the requirements of the NYSE as to independence, financial literacy, and expertise. The Board has determined that at least one member, Michael J. Schaefer, is an audit committee financial expert as defined by the SEC. The responsibilities of the Audit Committee are as set forth in the written charter adopted by the Company’s Board and last amended on June 20, 2014.22, 2018. One of the Audit Committee’s primary responsibilities is to assist the Board in its oversight of the integrity of the Company’s financial statements. To assist it in fulfilling its oversight, the Committee regularly meets separately with the internal auditor, the independent auditors, management, and the Company’s outside counsel. The following report summarizes certain of the Committee’s activities in this regard during the fiscal year ended February 29, 2016.28, 2019.

Independent Auditors and Internal Audit Matters

The Audit Committee has discussed with the Company’s independent auditors their plan for the audit of the Company’s annual consolidated financial statements, including the independent auditors’ evaluation of the effectiveness of the Company’s internal control over financial reporting, as well as reviews of the Company’s quarterly financial statements. During fiscal 2016,year 2019, the Audit Committee met regularly with the independent auditors, with and without management present, to discuss the results of their audits and reviews, as well as their evaluations of the Company’s internal control over financial reporting and the overall quality of the Company’s accounting principles. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and discussed with the independent auditors the auditors’ independence from the Company and its management. In determining that the auditors are independent, the Committee also considered whether the provision of any of the non-audit services described inIndependent Auditor’s Services and Feessection of this Proxy Statement is compatible with maintaining their independence. The Audit Committee has also appointed Grant Thornton LLP as the Company’s independent auditors for fiscal year 2017,2020, and the Board concurred in its appointment.appointment.

The Audit Committee has reviewed and approved the annual internal audit plan and has met regularly with the Company’s internal auditor, with and without management present, to review and discuss the internal audit reports, including reports relating to operational, financial and compliance matters.matters.

Financial Statements for the Fiscal Year Ended February 29, 201628, 2019

Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal and disclosure controls (including internal control over financial reporting). The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements and for internal control over financial reporting and expressing opinions on (i) the conformity of the consolidated financial statements with U.S. generally accepted accounting principles and (ii) the effectiveness of the Company’s internal control over financial reporting.

In this context, the Audit Committee has met and held discussions with management and the independent auditors with respect to the Company’s audited financial statements for the fiscal year ended February 29, 2016.28, 2019. Management represented to the Audit Committee that the Company’s consolidated financial statements were

prepared in accordance with U.S. generally accepted accounting principles.  The Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence.  The Audit Committee has discussed with the independent accountant the independent accountant’s independence.

In connection with its review of the Company’s year-end financial statements, the Audit Committee has reviewed and discussed with management and the independent auditors the consolidated financial statements, management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent auditors’ evaluation of the effectiveness of the Company’s internal control over financial reporting. The Audit Committee also discussed with the independent auditors matters required to be discussed by Auditing Standards No. 161301 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board.

In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management and independent auditors, which express opinions on the conformity of the Company’s annual financial statements in its reports with U.S. generally accepted accounting principles and the effectiveness of the Company’s internal control over financial reporting. In reliance on the reviews and discussions referred to in this Report and in light of its role and responsibilities, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements of the Company be included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2016 for filing with the SEC.

THE ENNIS, INC. AUDIT COMMITTEE

Michael J. Schaefer,Chairman

Troy L Priddy

Frank D. Bracken

Kenneth G. Pritchett

Policy Regarding Pre-Approval of Services Provided by the Independent Auditors

The Audit Committee pre-approves 100% of audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, and tax services, and specifically designated non-audit services to a very limited extent. In the opinion of the Audit Committee, such services will not impair the independence of the registered public accounting firm. Pre-approval is generally provided for up to one year.  Any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval and the fees for the services performed to date. In addition, the Audit Committee may, as required, also pre-approve particular services on a case-by-case basis.

Independent Auditor’s Services and Fees

Grant Thornton LLP served as our independent registered public accounting firm during our fiscal years ended February 29, 201628, 2019 and February 28, 2015.2018. We were billed the following fees by Grant Thornton LLP:

The Audit Committee has concluded that the provision of the non-audit services listed above is compatible with maintaining the independence of Grant Thornton LLP.

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COMPENSATION

Director Compensation

The Company compensates its non-employee directors using a mix of compensation, including: an annual cash retainer, meeting fees and committee chair fees, stock options, and restricted stock grants. Directors who are Company employees receive no additional compensation for serving on the Board.

Cash Compensation

All

In fiscal year 2019, all non-employee directors received a $34,800$36,000 annual retainer and $2,000 per Board meeting fee. All retainers arewere paid monthly, and meeting fees arewere paid as incurred. Non-employee directors serving in specified committee positions also received the following additional cash compensation:

Equity Ownership Policy for IndependentNon-employee Directors

All independentnon-employee  directors are required to acquire and maintain ownership of company shares of stock equal to not less than six times their annual cash retainer.  Unvested stock awards do not count in the calculation.  This level must be reached in a time period of not more than five years from date of election to the Board.  Ownership overin excess of the minimum amount is highly encouraged.

Equity Compensation

In addition to cash compensation, all non-employee directors receive annual stock grants, which can take the form of stock options or restricted stock units. Stock option and restricted stock grants typically vest ratably over four years and three years, respectively. Options are granted with an exercise price equal to the fair market value of the Company’s stock on the date of grant. In addition, new non-employee Board members, upon their initial election, receive either a grant of stock options or restricted stock.

During fiscal year 2011, the Board adopted a policy of value definedvalue-defined equity awards for all non-employee directors.  Each non-employee director received an award in fiscal 2016year 2019 capped at approximately $50,000 (subject to rounding) in the form of restricted stock, vesting over a 3 year period, 1/3 each year.

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The following table sets forth the information regarding compensation earned by the Company’s non-employee directors during the year ended February 29, 2016:28, 2019:

The following table sets forth the information regarding stock awards granted during and outstanding as of February 29, 201628, 2019, with respect to the Company’s non-employee directors: