ECOLOGY AND ENVIRONMENT INC.

368 Pleasant View Drive

Lancaster, NY 14086

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Toindependent registered public accounting firm for the Shareholders of Ecology and Environment Inc.:

Notice is hereby given that the 47^th Annual Meeting of Shareholders (the “Annual Meeting”) of Ecology and Environment Inc. (the “Company”) will be held at the time, date and location set forth below:

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

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

The Board recommends that you vote “FOR” the election of each of the nominees proposed by the Board, namely MichaelEl-Hillow and Justin C. Jacobs as Class A Directors and Stephanie W. Abramson, Ronald L. Frank, Michael C. Gross, Marshall A. Heinberg and Frank B. Silvestro as Class B Directors.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR CANDIDATES NOMINATED BY THE BOARD, “FOR” THE APPROVAL OF EXECUTIVE COMPENSATION AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2018.

A complete list of shareholders of record entitled to vote at the Annual Meeting will be available for ten days before the Annual Meeting at the principal executive offices of the Company for inspection by shareholders during ordinary business hours foror any purpose germane to the Annual Meeting.

The items of scheduled business to be voted on at the Annual Meeting are:

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

This Proxy Statement and the enclosed Annual Report to Shareholders proxy card are first being sent to shareholders on or about June 24, 2019.

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

This Proxy Statement and the enclosed Annual Report to Shareholders proxy card are first mailed to shareholders on or about March 19, 2018.

Record Date, Voting Rights and Quorum

The Board has fixed the close of business on March

Record Date, Voting Rights and Quorum

The Board has fixed the close of business on June 18, 2019 as the record date (the “Record Date”) for the determination of holders of our Common Stock (as defined below) entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 3,114,400 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) and 1,200,735 shares of Class B common stock, par value $0.01 (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) issued and outstanding and entitled to vote. Holders of Class A Common Stock may vote only on the two (2) Class A Director nominees and holders of Class B Common Stock may vote only on the four (4) Class B Director nominees.

On all other matters, except, where applicable law requires a class vote, holders of Common Stock vote as a single class. Each share of Class A Common Stock entitles the holder thereof to one-tenth (1/10) of one vote per share, and each share of Class B Common Stock entitles the holder thereof to one (1) vote per share. Accordingly, a total of 4,315,135 votes may be cast at the Annual Meeting on the election of Class A Directors, 3,114,400 votes may be cast at the Annual Meeting on the election of Class B Directors and 1,200,735 votes may be cast at the Annual Meeting on all matters other than the election of Directors.

The holders of record of one-third of the shares of Common Stock issued and outstanding and entitled to vote on any proposal to be considered at the Annual Meeting, represented in person or by proxy at the Annual Meeting, shall constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted as being present or represented at the Annual Meeting for purposes of establishing a quorum. Abstentions and proxy votes submitted by brokers on proposal 3 (considered a routine matter) will be counted for purposes of establishing a quorum.

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On all other matters, except, where applicable law requires a class vote, holders of Common Stock vote as a single class. Each share of Class A Common Stock entitles the holder thereof toone-tenth (1/10) of one vote per share, and each share of Class B Common Stock entitles the holder thereof to one (1) vote per share. Accordingly, a total of 3,008,829 votes may be cast at the Annual Meeting on the election of Class A Directors, 1,292,775 votes may be cast at the Annual Meeting on the election of Class B Directors and 1,593,658 votes may be cast at the Annual Meeting on all matters other than the election of Directors.

The holders of record ofone-third of the shares of Common Stock issued and outstanding and entitled to vote on any proposal to be considered at the Annual Meeting, represented in person or by proxy at the Annual Meeting, shall constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and brokernon-votes will be counted as being present or represented at the Annual Meeting for purposes of establishing a quorum. Abstentions and proxies submitted by brokers on proposal 3, considered a routine matter, will be counted for purposes of establishing a quorum.

Required Vote

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

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

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

Approval of Proposal 3:3: The affirmative vote of a majority of the total of Class B (1 vote) and Class A (1/10^th of 1 vote) shares of Common Stock represented in person or by proxy at the Annual Meeting voting as one class is required for the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2018.2019. Abstentions will have the effect of a vote against the proposal. There will be no brokernon-votes associated with this proposal, as the ratification of our independent registered public accounting firm is a routine matter. As a result, if your shares of Common Stock are held in “street name” and you do not give your bank or broker instructions on how to vote, your shares will be voted by the broker in its discretion.

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

Voting Instructions

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

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If you are a shareholder of record and wish to vote by proxy, you can vote by mail by marking, dating and signing your Proxy Cardproxy card in accordance with the instructions on it and returning it by mail in thepre-addressed stamped reply envelope provided with the proxy materials. The Proxy Cardproxy card must be received prior to the start of the Annual Meeting. Proxies delivered by shareholders orin-person votes by shareholders for a matter to be voted at the Annual Meeting must be received by the voting inspector at least ten (10) minutes prior to the scheduled and noticed start time for the Annual Meeting.

Alternatively, you can vote your shares in person by attending the Annual Meeting. You will be given a ballot at the Annual Meeting to vote at least ten (10) minutes prior to the scheduled and noticed start time for Annual Meeting.A special note for those who plan to attend the Annual Meeting and vote in person: if your shares are held in the name of a broker, bank or other nominee, you must bring a statement from your brokerage account or a letter from the person or entity in whose name the shares are registered indicating that you are the beneficial owner of those shares as of the Record Date. In addition, you will not be able to vote at the Annual Meeting unless you obtain a legal proxy from the record holder of your shares.

While we know of no other matters to be acted upon at the Annual Meeting, it is possible that other matters may be presented at the Annual Meeting. If that happens and you have signed and not revoked a proxy card, the persons designated as proxies will vote the shares of Common Stock represented by the proxies on such other matters in accordance with their best judgment.

If your shares are held in “street name”, please follow the separate voting instructions you receive from your broker, bank or other nominee. You are deemed to beneficially own your shares in “street name” if your shares are held in an account at a brokerage firm, bank, broker-dealer, trust or other similar organization. If this is the case, you will receive a separate voting instruction form with this Proxy Statement from such organization. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares, and you are also invited to attend the Annual Meeting. If you hold your shares in “street name” and do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted on any of the proposals to be presented at the Annual Meeting, other than proposal #3. Please see “BrokerNon-Votes” below for more information.

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

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

BrokerNon-Votes

If your shares of Common Stock are held in “street name” through a bank or broker, your bank or broker may vote your shares under certain limited circumstances if you do not provide voting instructions before the Annual Meeting. These circumstances include voting your shares on “routine matters,” such as the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm (proposal #3). With respect to proposal #3, therefore, if you do not vote your shares, your bank or broker may vote your shares on your behalf or leave your sharesun-voted.

The election of Directors and thenon-binding advisory vote approving executive compensation are not considered routine matters. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “brokernon-vote.”

We encourage you to provide voting instructions to your bank or brokerage firm. This action ensures your shares will be voted at the Annual Meeting in accordance with your wishes.

Proxy Revocation Procedure

If you are a shareholder of record, you may revoke your proxy: (i) by written notice of revocation mailed to and received by the Secretary of the Company prior to the start of the Annual Meeting; (ii) by executing and delivering to the Secretary a proxy dated as of a later date than a previously executed and delivered proxy and which is received prior to

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8:50 a.m. Eastern Daylight Savings Time on the date of the Annual Meeting; or (iii) by attending the Annual Meeting and voting in person by ballot by 8:50 a.m. Eastern Daylight Savings Time on the date of the Annual Meeting. Attendance at the Annual Meeting will not in and of itself revoke a proxy.

Solicitation of Proxies; Participants in the Solicitation; Costs

This solicitation of proxies is being made by the Board, and the Company will bear the expenses of calling and holding the Annual Meeting and the solicitation of proxies therefor. This Proxy Statement and the accompanying materials, in addition to being mailed directly to shareholders of record, will be distributed through brokers, custodians, nominees and other like parties to beneficial owners of shares of Common Stock. The Company will pay reasonable expenses incurred in forwarding the proxy materials to the beneficial owners of shares and in obtaining the written instructions of such beneficial owners. Our Directors, officers and employees may also solicit proxies by mail, telephone andin-person contact, but they will not receive any additional compensation for these activities. The Company may also solicit proxies by email from shareholders who are our employees or who previously requested to receive proxy materials electronically.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of February 28, 2018, the number of outstanding shares of Class A Common Stock and Class B Common Stock of the Company beneficially owned by each person known by the Company to be the beneficial owner of more than 5 percent of the then outstanding shares of Common Stock.Stock as of May 31, 2019 are summarized in the following table.

 ___________

*

See Footnotes in the Security Ownership of Management table below.

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SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding the beneficial

Security Ownership of Management

Beneficial ownership of the Company’sCompany's Class A Common Stock and Class B Common Stock as of February 28, 2018,May 31, 2019, by (i) each Director of the CompanyCompany; (ii) the Named Executive Officers; and (ii)(iii) all Directors and officers of the Company as a group.group are summarized in the following table.

 ___________

*

Less than 1.0%

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Section 16(a) Beneficial Ownership Reporting Compliance

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

Based solely on a review of the copies of such forms furnished to the Company and written representations from the Company’s Executive Officers and Directors, the Company believes that during the fiscal year ending July 31, 20172018 all Section 16(a) filing requirements applicable to its Executive Officers, Directors and greater than ten percent (10%) beneficial owners were complied with by such persons, except for the following: Mr. Ronald L. Frank purchased 500 shares of Class A Common Stock on August 29, 2016 but did not file his Form 4 concerning that transaction until September 1, 2016.persons.

Restrictive Agreement

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

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CURRENT EXECUTIVE OFFICERS, DIRECTORS AND CORPORATE GOVERNANCE

Directors and Executive Officers

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

Each Director is elected to hold office until the next annual meeting of shareholders and until his or her successor is elected and qualified.  Executive officers are elected annually and serve at the discretion of the Board of Directors.  Specific experience, qualifications, attributes and skills for each Director and executive officer follow.

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

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

Mr. Marshall A. Heinberg has beenwas elected as a Director sincein April 2017. He was appointed Chairman of the Board of Directors and Chairman of the Governance, Nominating and Compensation Committee in June 2017. He is currently also Director for Universal Biosensors Ltd., a publicly traded company in Australia, where he sits onOn September 18, 2018, the Remuneration and Audit Committees. PreviouslyBoard of Directors appointed Mr. Heinberg wasas Executive Chairman, a Directorprovisional office presiding over the principal officers of the Company responsible for National Financial Partners, where he served on the Audit Committee and a Special Committee for a going private transactionperformance of the Company’s global business in accordance with Madison Dearborn in 2013.the Board of Directors’ strategic initiatives. Mr. Heinberg began his investment banking career in 1987 in the Corporate Finance Division of Oppenheimer & Co,Co., Inc., which was acquired by Canadian Imperial Bank of Commerce (“CIBC”) in 1997. Mr. Heinberg served as Head of the Investment Banking Department and as a Senior Managing Director of Oppenheimer & Co. Inc. from 2008 until July 2012, and as the U.S. Head of U.S. Investment Banking at CIBC World Markets from 2001 until 2008. During his career, he has worked on several financing, merger and acquisition transactions with many leading environmental engineering and consulting firms. Mr. Heinberg is the founder and Managing Director of MAH Associates, LLC, which provides strategic advisory and consulting services, a director of Universal Biosensors, a director of Galmed Pharmaceuticals, and serves as a Senior Capital Markets Advisor to Burford Capital. Mr. Heinberg has a B.S. in economicsEconomics from the Wharton School at the University of Pennsylvania and a J.D. from Fordham Law School. During his career, he has worked on several financing and merger and acquisition transactions with many leading environmental engineering and consulting firms. His experience managing a professional services business and in various investment banking, capital markets and advisory roles provide valuable experience and perspective to the Board.Board of Directors.

Mr. Gerard A. Gallagher III has served as Chief Executive Officer (“CEO”)Ronald L. Frank is a co-founder of the Company and has served at various times as Secretary, Treasurer, Vice President of Finance, Executive Vice President and a Director since 2015 andits inception in 1970.   He currently serves as Executive Vice President on a part-time basis. He also continues to serve as a Director of the Company, since 2014. He has been employed by the Company for 35 yearsas Corporation Secretary, and previously served as Senior Vice President of Environmental Sustainability, Vice President and Regional Manager for the Company’s Southern U.S. operations. Mr. Gallagher has a B.A. in physical geography.

Mr. Fred J. McKosky has served as the Chief Operating OfficerChairman of the Company since 2014. HePension Review Committee.  Mr. Frank has been employed by the Company for 39 years, and previously served as Senior Vice President of Corporate Operations. Mr. McKosky has an M.S. in environmental engineering and a B.S. in environmental science,Engineering and is a registered Professional EngineerM.A. in the StatePhysics. With over forty years of New York.

Mr. H. John Mye III has served as Chief Financial Officer, a Vice President and Treasurer ofwork experience in managing the Company since 2008.and knowledge of its markets and customers, Mr. Mye was previously employed in various finance roles, including: Finance Director at Vishay Intertechnology, a high

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technology company located in Buffalo, N.Y. (2002-2007); Vice President with FAI, Inc., astart-up company located in Buffalo, N.Y.(2000-2002); and Director of Finance for American Precision Industries, a Fortune 500 company located in Buffalo, N.Y.(1993-2000). During his career, Mr. Mye has gained extensive experience with management of sales, earnings and cash flow reporting, evaluating and consummating mergers and acquisitions, financial planning and analysis, and general finance operations. Mr. Mye has an MBA and is a registered Professional Engineer in the State of New York.

Ms. Cheryl A. Karpowicz has been a Senior Vice President of the Company since 2011 and was named Senior Vice President of Business Development in 2014. Ms. Karpowicz has been employed by the Company for 39 years and previously led its energy services area. She has a B.A. in Interdepartmental Studies and is a Certified Planner and member of the American Institute of Certified Planners.

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

Mr. Ronald L. Frank is aco-founder of the Company and has served as Secretary, Treasurer, Vice President of Finance and a Director since the Company’s inception in 1970. In 1986, he became Executive Vice President of Finance. In 2008, Mr. Frank resigned his positions as Vice President of Finance and Treasurer of the Company. He continues in his position as Executive Vice President on a part-time basis. He also continues to serve as a Director of the Company, as Corporation Secretary, and as Chairman of the Pension Review Committee. Mr. Frank has a B.S. in engineering and a M.A. in Physics. Mr. Frank has over forty-five years of work experience in managing the Company and knowledge of its markets and customers, which makes him uniquely qualified to serve as a Director.

Mr. Gerald A. Strobel is aco-founder of the Company and has served as a Vice President and a Director since the Company’s inception in 1970. In 1986, he became Executive Vice President of Technical Services. He served as the Company’s CEO from 2013 until his retirement in 2015. He has since continued to serve as a Director of the Company and as a contracted consultant to the Company. Mr. Strobel has a B.S. in civil engineering and a M.S. in sanitary engineering.

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

Mr. Justin C. Jacobs has beenwas elected as a Director sincein April 2017 and currently serves on the AuditGovernance, Nominating and Compensation Committee and the Governance, Nominating and CompensationAudit Committee. Mr. Jacobs is a Management Committee Director of Mill Road Capital Management LLC,II, L.P., an investment firm focused on investments in small, publicly traded companies, where he has worked since 2005. From 1999 to 2004, Mr. Jacobs workedheld various operational positions in numerous portfolio companies at LiveWire Capital, an investment and management group focused on control, operationally-intensive buyouts of small companies where he led investments and held various operational positions in numerous portfolio companies. Mr. Jacobs was an investment professional in the private equity group of The Blackstone Group from 1996 to 1999. Mr. Jacobs holds a B.S. from the McIntire School of Commerce at the University of Virginia. His experience in operating roles, principal investing, public and private boards of directors, and various investment banking, capital markets and advisory roles provide valuable experience and perspective to the Board.Board of Directors. The settlement agreement regarding the election of Mr. Jacobs on April 19, 2017 between the Company and Mill Road Capital II, L.P. remains in effect.

Mr. MichaelEl-Hillow has been was elected as a Director sincein April 2017 and was appointed Chairman of the Audit Committee in June 2017.Mr. El-Hillow has been Chief Financial Officer of Lignetics, Inc., a manufacturer of heating wood pellets, since March 2018. He served as Chief Financial Officer of National Technical Systems, Inc., an engineering services company, from 2012 until 2017.Mr. El-Hillow, was a certified public accountant, has over two decades of experience serving as a Chief Financial Officer of public companies, including in technology and engineering environments. He also has

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sixteen years’ experience working for Ernst & Young LLP in numerous roles, including Audit Partner.Mr. El-Hillow holds a B.S. in Accounting from the University of Massachusetts and an MBA from Babson College. HisThe settlement agreement regarding the election of Mr. El-Hillow on April 19, 2017 between the Company and Mill Road Capital II, L.P. remains in effect.

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

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

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

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

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

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

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

Executive Compensation

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

The Board is responsible for establishing and approving our policies governing the compensation of our executive officers. The Company provides what it believes is a competitive total compensation package to our executive team through a combination of base salary, cash bonuses, equity plans (for Company Officersofficers other than its Executive Vice Presidents)President), and other broad-based benefit programs. Our compensation philosophy, policies, and practices with respect to all of the Company’s officers, including the CEO and our threetwo other most highly compensated officers serving as of July 31, 20172018 are described below.

Objectives and Philosophy of Our Executive Compensation Program

Our primary objectives with respect to executive compensation are to:

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

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

Components of Our Executive Compensation Program

The primary elements of our executive compensation program are:

We do not have a formal or informal policy or target for allocating compensation between short-term and long-term compensation or between cash andnon-cash compensation. Salaries and bonuses of executive officers are reviewed and approved annually. Although the Company has not had a formal criteria and targets based policy, the Board takes into consideration the following factors:

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Bonuses of executive officers may be in the form of cash, restricted awards of Class A Common Stock, or a combination of both. The allocation between cash andnon-cash compensation of executive officers is considered annually on a discretionary basis by the Board of Directors.

The following table provides a summary of the annual and long-term compensation for services in all capacities to the Company for the fiscal years ended July 31, 20172018 and 20162017 of those persons who were at July 31, 2017:2018: (i) the Company’s Chief Executive Officer and President; and (ii) the threetwo other most highly compensated executive officers employed at July 31, 2017.2018. In this Proxy Statement, the fourthree persons named in the table below are referred to as the “Named Executives.”

SUMMARY COMPENSATION TABLE

FISCAL YEAR 2016 AND FISCAL YEAR 2017

 ___________

Compensation Pursuant to Plans

Defined Contribution Plan

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

Stock Award Plans

E&E adopted the 1998 Stock Award Plan effective March 16, 1998. This plan, together with supplemental plans that have been subsequently adopted by the Board, is referred to as the “Stock Award Plan”. The Stock Award Plan is not a

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qualified plan under Section 401(a) of the Internal Revenue Code. Under the Stock Award Plan, Directors, officers and other key employees of E&E or any of its subsidiaries may be awarded Class A Common Stock as a bonus for services rendered to the Company or its subsidiaries, based upon the fair market value of the common stockCommon Stock at the time of the award. The Stock Award Plan authorizes the Board to determine the vesting period and the circumstances under which the awards may be forfeited.

In October 2016, the Board adopted the current supplemental plan (the “2016 Stock Award Plan”). The 2016 Stock Award Plan permits awards of up to 200,000 shares of Class A Common Stock for a period of up to five (5) years until its termination in October 2021.

Outstanding Equity Awards

As of July 31, 2017,2018, the Company has issued 7,50219,033 shares of Class A Common Stock under the 2016 Stock Award Plan, allincluding 7,502 shares that are fully vested and 11,531 shares that vested upon expiration of which will vest oncertain restrictions regarding transfer of the shares in April 18, 2018. None of our Named Executives were awarded shares of Class A Common Stock under our 2016 Stock Award Plan during the fiscal year ended July 31, 2017.2019.

There are no outstanding equity awards held by our Named Executives pursuant to our Stock Award Plan as of July 31, 2017.

Other Arrangements with Named Executives

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

Director Compensation

Compensation earned by each employee andnon-employee Director director for his or her services during fiscal year ending July 31, 20172018 is summarized in the following table.

DIRECTOR COMPENSATION

FISCAL YEAR 2017

 ___________

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As an employee Director, Mr. Frank did not receive any director fees as compensation for his services.

Asnon-employee Directors, Messrs. Silvestro, Strobel, Gallagher, Jr., Heinberg, Gross, Jacobs andEl-Hillow received director fees and bonus compensation during fiscal year 2017.2018. As non-employees, all other Directors in the table above received director fees during fiscal year 2018. Messrs. Strobel Gallagher, Jr. and Silvestro also earned consulting fees during fiscal year 2017.2018.

On July 19, 2017,

In May 2018, the Board determined thatof Directors approved, retroactive to April 18, 2018, annual director compensation for the twelve months ending April 17, 2019, as follows:

In October 2018, the Board of Directors approved an additional $5,000fee of $75,000 to be paid to Mr. Heinberg for chairing the Audit Committee, for a totalhis newly appointed role as Executive Chairman of $55,000 in annual director compensation.

On July 25, 2017, the Company, issued 2,554 shares, 1,596 shares, 1,756 sharesto be paid ratably over a twelve-month period beginning in September 2018. Similar to other fees paid to non-employee directors, this additional fee is payable 60 percent in cash and 1,59640 percent in shares of Class A Common StockStock. Mr. Heinberg will only be paid this additional compensation for those months that he actually serves as Executive Chairman. In October 2018, the Board of Directors also approved a cash bonus of $65,000 to Messrs. Heinberg, Jacobs,El-Hillowbe paid immediately to Mr. Heinberg.

The Company also has a supplemental retirement plan that provides post-retirement health care coverage for the Company’s founders and Gross, respectively. These shares will vesttheir spouses. As of July 31, 2018, the only director under this plan is Frank Silvestro, and his spouse. The annual expense associated with this plan is determined based on April 18, 2018 and are subject to certain restrictions regarding transferdiscounted annual cost estimates over the estimated life expectancy of the shares that will expire on April 18, 2018.founders and their spouses.

Corporate Governance

Code of Ethics

The Company has adopted a Code of Conduct that applies to its principal executive officer, principal financial officer, principal accounting officer and controller, as well as all other employees, Directors, officers, subsidiaries, affiliates, consultants, representatives and agents of the Company. The Code of Conduct was filed as an exhibit to the Company’s current report on Form8-K which was filed on June 6, 2017 and is posted on the investors portion of the Company’sCompany's website at www.ene.com.

Board of Directors Leadership, Structure and Risk Oversight

During the fiscal year ended July 31, 2017,2018, the Board held eight (8)ten (10) meetings. Each Director attended at least 75% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings of the committees of the Board in which he or she served during the period for which he or she served. The Company’s Directors are strongly encouraged to attend the annual meeting of shareholders. All of the Company’s then-current Directors attended last year’s annual meeting.meeting of shareholders.

The Board operates under the leadership of the Chairman.   Theby-laws require that the role of Chairman of the Board, Chief Executive Officer and Secretary be held by separate individuals. Since August 1, 2008, it has been the Company’s practice to fill the roles of Chairman and Chief Executive Officer with different individuals, except for during times of

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transition when the same person may fill both roles in an interim capacity, while an appropriate candidate is found to assume the vacant position.  E&E believes the current leadership structure provides the appropriate balance of oversight, independence, administration andhands-on involvement in activities of the Board that are required for the efficient conduct of corporate governance activities.

The Board has a Governance, Nominating and Compensation Committee (“GNCC”), an Audit Committee and a Pension Review Committee.

The Governance, Nominating and Compensation Committee (“GNCC”)GNCC consists of Messrs. Heinberg (Chairman), Jacobs and Gross. For the fiscal year ended July 31, 2017,2018, the Governance, NominatingGNCC had five (5) meetings and Compensation Committee designated the Board as a whole with the authority to make all decisions with respect to nominations of persons to the Board and compensation of executive officers. In addition, the Company has adopted a process for the Board’s review of Director Nomineesnominees forre-nomination and/or vacancies as well as for new nominees generated internally or externally. This director nomination and recommendation process includes circulation of prospective director nominee questionnaires, the review of the responses to those questionnaires and suchfollow-up communications as the Board of Directors may deem appropriate, including subsequent interviews of the candidates with the Board of Directors.Board. The GNCC Charter is available on the Investors link of the Company’s website at www.ene.com. The GNCC will consider nominees for Directors recommended by shareholders. Shareholders wishing to recommend a Director candidate for consideration by the GNCC can do so by writing to the Secretary of Ecology and Environment Inc., 368 Pleasant View Drive, Lancaster, New York 14086.

Due to the delayed filing of the Company’s Annual Report, Form 10-K for the fiscal year ended July 31, 2018 and delayed occurrence of the Annual Meeting as compared to historical practice, the Board exercised the Timely Notice Exception as set for the bylaws. Nominations must be received no later than the close of business on the 120^th day prior to the first anniversary of the previous year’s annual meeting and not earlier than the close of business on the 180^th day prior to the first anniversary of the preceding year’s annual meeting.November 13, 2019. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above. Nominations of candidates for election to the Board must meet the requirements of Article II, Section 4.A.1 of theby-laws. bylaws.

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

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

The Audit Committee has been established in accordance with Rule10A-3the requirements of the Exchange Act and of the requirements of The NASDAQNasdaq Stock Market (“NASDAQ”Nasdaq”). TheDuring the fiscal year ended July 31, 2018, the Audit Committee consistsconsisted of Ms. Abramson (deceased on May 3, 2019), Messrs.El-Hillow (Chairman), Jacobs and Gross, allnon-employee, independent, and financially literate Directors. The Board appointed Mr. Justin Jacobs to the Audit Committee to replace Ms. Abramson on May 28, 2019. The Board has designatedMr. El-Hillow as the audit committee financial expert serving on its Audit Committee.  Messrs.El-Hillow, Gross and Jacobs are each independent, as that term is used in Rule 5605(a)(2) of the NASDAQNasdaq listing standards and Rule10A-3 of the Exchange Act. The Company’s Audit Committee Charter is available within the Investors link on the Company’s website at www.ene.com. The Audit Committee is responsible for reviewing the financial information whichthat will be provided to the shareholders and others, the system of internal controls whichthat management and the Board has established, the performance and selection of independent auditors and the Company’s audit and financial reporting process. During fiscal year 2017,2018, the Audit Committee met four (4) times to examine the results of the financial statements and reports prepared by the independent public accountants, and then held discussions with the Board.

The Pension Review Committee consists of Messrs. Frank (Chairman), Silvestro, and Gross. The Pension Review Committee held one (1) meeting during fiscal year 2017.2018. The principal functions of the Pension Review Committee are to review changes to the retirement plans necessitated by law or regulation and to determine whether the Company’s retirement plans meet the compensation goals for the Company’s employees as established by the Board.

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

Controlled Company Status

Our shares of Class A Common Stock are listed on NASDAQ. NASDAQNasdaq. Nasdaq requires all of its listed companies to be in compliance with NASDAQ’sNasdaq’s standards of corporate governance set forth in the NASDAQNasdaq Marketplace Rules (the “NASDAQ“Nasdaq CG Rules”). As of February 28, 2018, Messrs. Frank B. Silvestro, Ronald L. Frank, Gerald A. Strobel, Gerard A. Gallagher Jr., Michael C. Gross, and Robert Santa Maria and members of their families collectively control a majority of the voting power of our outstanding Common Stock. Accordingly, we qualify as a “controlled company” within the meaning of the NASDAQNasdaq CG Rules. 

Under NASDAQNasdaq CG Rules, we may elect not to comply with certain NASDAQNasdaq CG Rules, including:

requirements relating to independent director oversight of director nominations, including having a nominating committee bethat is composed entirely of independent directors;

and

 

requirements relating to independent director oversight of executive compensation, including that having a compensation committee that is composed entirely of independent directors; and

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the requirement for an annual performance of the nominating and corporate governance and compensation committees.

We currently utilize each of these exemptions. The “controlled company” exception does not modify audit committee requirements of Rule10A-3 under the Exchange Act and NASDAQNasdaq CG Rules or the requirement to have regulatory scheduled Board meetings at which only independent Directors attend.

Shareholder Communications with the Board of Directors

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

Audit Committee Report

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

The Audit Committee has reviewed and discussed the Company’s audited financial statements for fiscal year ended July 31, 20172018 with the Company’s management and Ernst & Young LLP. The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by SAS No. 61, as amended (AICPA,Professional Standards, Vol. 1. AU Section 380), as adopted bythe applicable requirements of the Public Company Accounting Oversight Board in Rule 3200T.and the SEC. The Audit Committee has received the written disclosures and the communications from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding communications by Ernst & Young LLP with the Audit Committee concerning independence and has discussed with Ernst & Young LLP their independence from the Company. Based on their review of the materials outlined above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended July 31, 20172018 filed with the SEC.

 

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

Respectfully Submitted,

THE AUDIT COMMITTEE

MichaelEl-Hillow, Chairman

Justin C. Jacobs

Michael C. Gross

	Respectfully Submitted,
	THE AUDIT COMMITTEE
	Michael El-Hillow, Chairman
	Michael C. Gross
	Justin C. Jacobs

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

In accordance with the bylaws, the Board has the discretion to reduce the number of Directors. On May 28, 2019, the Board voted to reduce the number of Directors from seven directors to six directors due to the death of Stephanie W. Abramson on May 3, 2019 and the limited period of time to nominate a seventh Director prior to this Annual Meeting. The Board of Directors has nominated each of MichaelEl-Hillow and Justin C. Jacobs to serve as Class A Directors and each of Stephanie W. Abramson, Ronald L. Frank, Michael C. Gross, Marshall A. Heinberg and Frank B. Silvestro to serve as Class B Directors, all until next year’s annual meeting of shareholders (subject to their respective earlier removal, death or resignation) and until their successors are elected and qualified. We have been advised by each of Messrs.El-Hillow, Jacobs, Frank, Heinberg, Gross and Gross, Silvestro and Ms. Abramson that they are willing to be named as a nominee and each are willing to serve as a Director if elected. We have no reason to believe that any of the nominees will be unavailable or if elected, will decline to serve.serve if elected. If, in the discretion of the Board, some unexpected occurrence should make necessary the substitution of some other person for the nominees, it is the intention of the persons named in the proxy to vote for the election of such other person as may be designated by the Board.

Information Concerning Nominees

Each of the nominees proposed for election to the Board are presently members of the Board, except Ms. Abramson.Board.

The basic responsibility of a Company Director is to exercise his or her business judgment prudently and act in a manner that he or she believes in good faith to be in the best interests of the Company and its shareholders. The current Directors consider individuals who have records for leadership and success in their areas of activity and who will make meaningful contributions to the Board. Nominees for Directors are selected on the basis of board and management experience, character, integrity, ability to make independent analytical inquiries, business background, as well as an understanding of the Company’s business environment. We believe that each of the Director nominees bring these qualifications in a positive manner to our Board. Moreover, the Director nominees provide our Board with a complement of specific business skills, experience and perspectives.

 

Class A Nominees:
Nominee		Age
Nominee	Age	Positions and Offices Held with the Company
MichaelEl-Hillow			66		67	Class A Director
Justin C. Jacobs			43		44	Class A Director
Class B Nominees:
Nominee		Age
Nominee	Age	Positions and Offices Held with the Company
Marshall A. Heinberg	62		60			Executive Chairman, Chairman of the Board and Class B Director
Frank B. Silvestro			80		82	Class B Director
Stephanie W. Abramson			73			None
Ronald L. Frank			79		80	Executive Vice President, of Finance, Secretary, and Class B Director
Michael C. Gross			57		59	Class B Director

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

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Business Experience of Nominees

Qualifications, attributes and skills for Messrs.El-Hillow, Frank, Gross, Heinberg, Jacobs and Silvestro are included herein beginning on Page 97 of this Proxy Statement.

Stephanie W. Abramson is an independent nominee. She has directed the Business Law Transactions Clinic at the NYU School of Law since 2010, and beginning in April 2013, has served as Director of Law and Business Experiential Classes. From May 2011 through May 2013, Stephanie served as Dean of Graduate Professional and Executive Education

 

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Programs for NYU Shanghai. She was a director of National Financial Partners Corp. (NYSE NFP) from 2003 until July 2013. From July 2005 to July 2008, when it was acquired by Google, she was an Executive Vice President, General Counsel and Secretary of DoubleClick Inc. and its Chief Privacy Officer. From 2001 to 2003, she served as the Chief Legal Officer and Chief Corporate Development Officer and Corporate Secretary of Heidrick & Struggles International, Inc., a publicly traded executive search firm. Prior to joining Heidrick & Struggles, Stephanie was the General Counsel of Young & Rubicam Inc., an independent marketing communications holding company, until it was acquired by WPP in 2000. Before joining Young & Rubicam, she was a senior partner in the law firm of Morgan, Lewis & Bockius LLP in New York, and an associate at the law firm of Cleary, Gottlieb, Steen & Hamilton LLP. Stephanie graduated with honors from Harvard University and from New York University School of Law. Her experience as outside and general counsel to financial institutions and publicly traded companies and as a director of a public company provides valuable experience and perspective to the Board.

Ms. Abramson and Messrs.El-Hillow, Gross, Heinberg and Jacobs are each independent, as that term is used in Rule 5605(a)(2) of the NASDAQNasdaq CG Rules.

Required Vote

The affirmative vote of greater than 50% of the votes cast by holders of Class A Common Stock represented in person or by proxy at the Annual Meeting is required to elect each of the two persons nominated as Class A Directors. Under the certificate of incorporation andby-laws at the Company’s annual meeting of shareholders, Class A Directors are elected by a vote of greater than 50% of the votes cast by holders of Class A Common Stock offrom candidates nominated by the Board and/or a shareholder in accordance with the requirements of theby-laws. If a Director nominee does not receive greater than 50% of the votes by holders of Class A Common Stock, such nominee is either not elected or immediately removed from the Board (in the case of an incumbent Director) and is not eligible for appointment by the Board to fill a vacancy for that election year.

The affirmative vote of greater than 50% of the votes cast by holders of Class B Common Stock represented in person or by proxy at the Annual Meeting is required to elect each of the fivefour persons nominated as Class B Directors. Under the certificate of incorporation andby-laws, at the Company’s annual meeting of shareholders, Class B Directors are elected by a vote of greater than 50% of the votes cast by holders of Class B Common Stock offrom candidates nominated by the Board and/or a shareholder in accordance with the requirements of theby-laws. If a Director nominee does not receive greater than 50% of the votes cast by holders of Class B Common Stock, such nominee is either not elected or immediately removed from the Board (in the case of an incumbent Director) and is not eligible for appointment by the Board to fill a vacancy for that election year.

Abstentions and brokernon-votes will have no effect on the outcome of this proposal.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF EACH OF THE SEVENSIX NOMINEES LISTED ABOVE.

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PROPOSAL 2 — APPROVE, ON ANA NON-BINDING, ADVISORY BASIS OF THE
COMPENSATION OF OUR

NAMED EXECUTIVE OFFICERS

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

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

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

Accordingly, the Board invites you to review carefully the Executive Compensation section beginning on page 10 and the tabular and other disclosures on compensation thereunder and to cast a vote to approve, on an advisory basis, the Company’s executive compensation programs, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Executive Compensation section, compensation tables, and any related material disclosed in this Proxy Statement.

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

Required Vote

The affirmative vote of a majority of the total of Class B (1 vote) and Class A (1/10^th of 1 vote) shares of Common Stock represented in person or by proxy at the Annual Meeting voting as one class is required to approve, on an advisory basis, the compensation of our named executive compensation.officers. You may vote for or against this resolution, or you may abstain. Abstentions and brokernon-votes will have the same effect as a vote against this proposal. Because this vote is advisory, it will not be binding upon the Board. However, the Board will consider the outcome of the vote, along with other relevant factors, in evaluating its executive compensation plan.plan and the compensation of its named executive officers.

Recommendation of the Board of Directors

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

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

Under the rules and regulations of the SEC, the Audit Committee is directly responsible for the appointment of our independent auditors.registered public accounting firm. The Audit Committee has appointed, and, as a matter of good corporate governance, is requesting ratification by the shareholders of the appointment of, the registered public accounting firm of Ernst & Young LLP to serve as independent registered public accounting firm auditors for the fiscal year ending July 31, 2018.2019. If shareholders do not ratify the selection of Ernst & Young LLP, the Audit Committee will evaluate the shareholder vote when considering the election of a registered public accounting firm for the audit engagement for the 20192020 fiscal year. In addition, if shareholders ratify the selection of Ernst & Young LLP as independent auditors,registered public accounting firm, the Audit Committee may nevertheless periodically request proposals from the major registered public accounting firms and as a result of such process may select Ernst & Young LLP or another registered public accounting firm as our independent auditors.

Auditors’ Attendance at the Annual Meeting

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

Required Vote

The affirmative vote of a majority of the total of Class B (1 vote) and Class A (1/10^th of 1 vote) shares of Common Stock represented in person or by proxy at the Annual Meeting voting as one class is required to approve the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2018.2019. You may vote for or against this resolution, or you may abstain. Abstentions will have the effect of a vote against this proposal.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” –THETHE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCCOUNTINGACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2018.2019.

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AUDIT MATTERS

 

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AUDIT MATTERS

Independent Registered Public Accounting Firm

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

Since November 2016, the Company has engaged Ernst & Young LLP as the independent registered accounting firm to provide audit and certain audit-related services.

The aggregate fees billed by Ernst & Young LLP to the Company for audit and audit-related services duringrelated to fiscal years 20172018 and 20162017 are summarized in the following table.

 

										Fiscal Year Ended July 31,
		Fiscal Year Ended July 31,								2018				2017
		2017				2016				(in thousands)
Audit fees		$	445,000			$	416,000			$	1,172			$	445
Audit-related fees			24,000				—				25				24
Total		$	469,000			$	416,000			$	1,197			$	469

Audit Fees

Audit fees include aggregate fees paid or accruedbilled for the audit of the annual financial statements included in the Company’s Annual Report, on Form10-K,reviews of the financial statements included in the Company’s quarterly reportsCompany's Quarterly Reports on Form10-Q, and expenses incurred related to audit services.

Audit Related

Audit-Related Fees

Audit related

Audit-related fees include aggregate fees accruedbilled for services rendered for audits of the Company’s Defined Contribution Plans and for indirect rate audits.audits for certain government contract requirements.  

Pre-approval Policies and Procedures

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

In connection with the audit of our financial statements for the fiscal year ended July 31, 2017,2018, Ernst & Young LLP only used full-time, permanent employees.

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

None.

 

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OTHER INFORMATION

Deadline for Shareholder Proposals for Next Annual Meeting

Proposals of shareholders for inclusion in the Company’s proxy statement for the fiscal year 2019 annual meeting of shareholders pursuant to Rule14a-8 promulgated under the Exchange Act (“Rule14a-8”) must satisfy the requirements of Rule14a-8 and be received by the Secretary of the Company at Ecology and Environment Inc., 368 Pleasant View Drive, Lancaster, New York, 14086 by no later than November 15, 2018.12, 2019.

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

Nominations for Director elections or other business proposals not included in next year’s proxy statement that shareholders of the Company wish to put before the shareholders of the Company at the fiscal year 2019 annual meeting of shareholders must meet the requirements of Article II, Section 4 of theby-laws By-laws, as amended, and must be received by the Secretary of the Company, at the address stated above, no sooner than October 19, 2018 and no later than December 18, 2018.November 13, 2019. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice under theby-laws as described above.

Certain Relationships and Related Transactions

Former Director Gerard A. Gallagher, Jr.’s son, Gerard A. Gallagher, III, servesserved as Chief Executive Officer and President of the Company and received aggregate compensation of $404,930$335,165 for his services during fiscal year 2017.2018. The Company believes that his compensation was commensurate with his peers during fiscal year 20172018 and that his relationships during the year were reasonable and in the best interest of the Company. Gerard A. Gallagher, Jr.’s tenure as a Director terminated effective April 20, 2017.2017 and Gerard A. Gallagher, III terminated as Chief Executive Officer on December 16, 2018.

From January 1999 through December 2016,State law requires the Company incurred $73,492.56 in medical insurance premiums on behalfto inform shareholders of the adult daughterinitiation or renewal of Director Gerald A. Strobel. Mr. Strobel’s daughter was not employed byinsurance indemnifying itself and its officers and directors. This insurance, which includes claims coverage and excess coverage through Illinois National Insurance Company, has been renewed for one year beginning August 1, 2018, at a total premium of $190,000.

The Company also has an Employee Benefit Plan Fiduciary Liability Insurance Policy, carried with the Illinois National Insurance Company, which covers the Company, duringits subsidiaries, its directors and those officers considered fiduciaries under the timeEmployee Retirement Income Security Act of such insurance coverage, and Mr. Strobel did not obtain approval from the Board1974. This policy has been renewed for such coverage. Mr. Strobel’s daughter’s insurance coverage was terminated in 2016. The Board is seeking reimbursementone year beginning August 1, 2018 at a premium of the amount incurred and certain related expenses from Mr. Strobel.$20,000.

Policies and Procedures for Related Person Transactions

The Company has not adopted a written related person transactions policy pursuant to which our executive officers, Directors and principal stockholders,shareholders, including their immediate family members, would not be permitted to enter into a related person transaction with us without the consent of our Audit Committee. However, any proposed transaction between the Company and an executive officer, Director, principal stockholdershareholder or any of such persons’ immediate family members, in which the amount involved exceeds $120,000, must be presented to our Audit Committee for review, consideration and approval. Our Directors, executive officers and employees are required to report any proposed related person transaction to our Audit Committee. In approving or rejecting the proposed transaction, our Audit Committee will take into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction and, if applicable, the impact on a Director’s independence. If we discover any related person transaction that has not been properly approved, our Audit Committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.

Other Business

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

	By order of the Board of Directors,
	ECOLOGY AND ENVIRONMENT INC.
	Ronald L. Frank
	Secretary

- 21 -

ANNUAL MEETING OF SHAREHOLDERS OF

ECOLOGY AND ENVIRONMENT INC.

Ronald L. Frank

Secretary401 (k)

-23-

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ECOLOGY ANNUAL AND MEETING ENVIRONMENT OF SHAREHOLDERS OF INC. CLASS A April 18, 2018 July 24, 2019

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

e-Consent makes it easy to go paperless. Withe-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: MATERIAL:
The Notice of Meeting, proxy statement and Annual Report on Formproxy card
10-Kare available at http://www.proxydocs.com/EEI www.astproxyportal.com/ast/01322/

Please sign,date and mail
your proxy card in the
envelope provided as soon
as possible.

  Please detach along perforated line and mail in the envelope provided. 20230300000000000000 4 041818 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN FOR HERE AGAINST x 2. The approval of the compensation of the named executive officers. 3. The ratification of the appointment of Ernst & Young as Auditors. 4. In their discretion, the proxies are hereby authorized to vote on such other matters as may properly come before the meeting. The undersigned acknowledges receipt from the Company before the execution of this proxy of the Notice of Annual Meeting of Shareholders, a Proxy Statement for the Annual Meeting of Shareholders and the 2017 Annual Report to Shareholders.   

		00003333000000000000   2	072419

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

	To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.					☐

1.	ELECTION OF CLASS A DIRECTORS:
	NOMINEES:			FOR	AGAINST	ABSTAIN
	Justin C. Jacobs			☐	☐	☐
	Michael El-Hillow			☐	☐	☐
2.	The approval of the compensation of the named executive officers.			☐	☐	☐
3.	The ratification of Ernst & Young LLP as Auditors.			☐	☐	☐
4.	In their discretion, the proxies are hereby authorized to vote on such other matters as may properly come before the meeting.
The undersigned acknowledges receipt from the Company before the execution of this proxy of the Notice of Annual Meeting of Shareholders, a Proxy Statement for the Annual Meeting of Shareholders and the 2018 Annual Report to Shareholders. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Proposal 1, FOR Proposal 2 and FOR Proposal 3. PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.

Signature of Shareholder		Date:		Signature of Shareholder		Date:

	Note:	Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

0

CLASS A COMMON STOCK - 401(k)

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS

ECOLOGY AND ENVIRONMENT INC.

368 Pleasant View Drive 

Lancaster, New York 14086

THIS PROXY INSTRUCTION IS REQUESTED BY THE GREAT-WEST TRUST COMPANY, LLC IN CONJUNCTION WITH A PROXY SOLICITATION BY THE BOARD OF DIRECTORS OF ECOLOGY AND ENVIRONMENT INC.

The undersigned hereby instructs The Great-West Trust Company, LLC, as Trustee*, to vote, as designated hereon, all the shares of Class A Common Stock of Ecology and Environment Inc. (the “Company”) held of record by the undersigned on June 18, 2019 which the undersigned would be entitled to vote at the Annual Meeting of Shareholders to be held on July 24, 2019, or any adjournments thereof.

*AMERICAN STOCK TRANSFER AND TRUST COMPANY WILL TALLY THE VOTES.

The Great-West Trust Company, LLC will vote the shares represented by this Voting lnstruction Form if it is properly completed, signed, and received by The Great-West Trust Company, LLC before 5:00 p.m. EST on July 23, 2019. Please note that if this Voting lnstruction Form is not properly completed and signed, or it is not received by The Great-West Trust Company, LLC, as indicated above, the shares allocated to the participant’s account will not be voted. If the Voting lnstruction Form is signed, but no direction is given, the shares will be voted FOR Proposal 1, FOR Proposal 2 and FOR Proposal 3. PLEASE MARK, DATE, SIGN

(Continued and to be signed on the reverse side)

1.1

14475

ANNUAL MEETING OF SHAREHOLDERS OF

ECOLOGY AND RETURN THEENVIRONMENT INC.

CLASS A

July 24, 2019

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE. FOR AGAINST ABSTAIN NOMINEES: FOR ALL NOMINEES O O Justin Michael C. JacobsMATERIAL:
El-Hillow FOR WITHHOLD ALL NOMINEES AUTHORITY FOR (See ALL instructions EXCEPT below) ELECTION OF CLASS A DIRECTORSP: INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”The Notice of Meeting, proxy statement and fillproxy card
are available at http://www.astproxyportal.com/ast/01322/

Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
  Please detach along perforated line and mail in the circle next to each nominee you wish to withhold, as shown here: To indicate changes change your to the the new address registered address on name(s) your in the account, address on the please account space check above. may not the Please be box submitted at note right and that via this method. Signature of Shareholder Date: Signature of Shareholder Date: Note: title Please as such. sign exactly If the signer as your is a name corporation, or names please appear sign on full this corporate Proxy. When name shares by duly are authorized held jointly, officer, each giving holder full should title as sign. such. When If signer signing is a as partnership, executor, please administrator, sign in attorney, partnership trustee name or by guardian, authorized please person. give fullenvelope provided.  

		00003333000000000000   2	072419

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

	To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.					☐

1.	ELECTION OF CLASS A DIRECTORS:
	NOMINEES:			FOR	AGAINST	ABSTAIN
	Justin C. Jacobs			☐	☐	☐
	Michael El-Hillow			☐	☐	☐
2.	The approval of the compensation of the named executive officers.			☐	☐	☐
3.	The ratification of Ernst & Young LLP as Auditors.			☐	☐	☐
4.	In their discretion, the proxies are hereby authorized to vote on such other matters as may properly come before the meeting.
The undersigned acknowledges receipt from the Company before the execution of this proxy of the Notice of Annual Meeting of Shareholders, a Proxy Statement for the Annual Meeting of Shareholders and the 2018 Annual Report to Shareholders. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Proposal 1, FOR Proposal 2 and FOR Proposal 3. PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.

Signature of Shareholder		Date:		Signature of Shareholder		Date:

	Note:	Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

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CLASS A COMMON STOCK

0

CLASS A COMMON STOCK

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS

ECOLOGY AND ENVIRONMENT INC.

368 Pleasant View Drive
Lancaster, New York 14086

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Marshall A. Heinberg and Ronald L. Frank as Proxies, each with the power to appoint his substitute, and hereby authorizes either of them to represent and to vote, as designated on the reverse side, all the shares of Class A Common Stock of Ecology and Environment Inc. (the “Company”) held of record by either of the undersigned on March 1, 2018June 18, 2019 at the Annual Meeting of Shareholders to be held on April 18, 2018,July 24, 2019, or any adjournments thereof. (Continued and to be signed on the reverse side) 14475 1.1

(Continued and to be signed on the reverse side)

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1.1

14475

 

ECOLOGY ANNUAL AND MEETING ENVIRONMENT OF SHAREHOLDERS OF

ECOLOGY AND ENVIRONMENT INC.

CLASS B April 18, 2018

July 24, 2019

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

e-Consent makes it easy to go paperless. Withe-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: MATERIAL:
The Notice of Meeting, proxy statement and Annual Report on Formproxy card
10-Kare available at http://www.proxydocs.com/EEI www.astproxyportal.com/ast/01322/

Please sign,date and mail
your proxy card in the
envelope provided as soon
as possible.
  Please detach along perforated line and mail in the envelope provided. 20530300000000000000 1 041818 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN FOR HERE AGAINST x ABSTAIN 1. ELECTION OF CLASS B DIRECTORS: 2. The approval of the compensation of the named executive FOR ALL NOMINEES NOMINEES: officers. O Marshall A. Heinberg O Frank B. Silvestro WITHHOLD AUTHORITY O Stephanie W. Abramson 3. The ratification of the appointment of Ernst & Young as FOR ALL NOMINEES O Ronald L. Frank Auditors. O Michael C. Gross FOR (See ALL instructions EXCEPT below) 4. In their discretion, the proxies are hereby authorized to vote on such other matters as may properly come before the meeting. The undersigned acknowledges receipt from the Company before the execution of this proxy of the Notice of Annual Meeting of Shareholders, a Proxy Statement for the Annual Meeting of Shareholders and the 2017 Annual Report to Shareholders. INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” This proxy, when properly executed, will be voted in the manner directed herein and fill in the circle next to each nominee you wish to withhold, as shown here: by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Proposal 1, FOR Proposal 2, and FOR Proposal 3. PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE. To indicate changes change your to the the new address registered address on name(s) your in the account, address on the please account space check above. may not the Please be box submitted at note right and that via this method. Signature of Shareholder Date: Signature of Shareholder Date: Note: title Please as such. sign exactly If the signer as your is a name corporation, or names please appear sign on full this corporate Proxy. When name shares by duly are authorized held jointly, officer, each giving holder full should title as sign. such. When If signer signing is a as partnership, executor, please administrator, sign in attorney, partnership trustee name or by guardian, authorized please person. give full  

		00003333330000000000   3	072419

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

	To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.					☐

1.	ELECTION OF CLASS B DIRECTORS:
	NOMINEES:			FOR	AGAINST	ABSTAIN
	Marshall A. Heinberg			☐	☐	☐
	Frank B. Silvestro			☐	☐	☐
	Ronald L. Frank			☐	☐	☐
	Michael C. Gross			☐	☐	☐
2.	The approval of the compensation of the named executive officers.			☐	☐	☐
3.	The ratification of Ernst & Young LLP as Auditors.			☐	☐	☐
4.	In their discretion, the proxies are hereby authorized to vote on such other matters as may properly come before the meeting.
The undersigned acknowledges receipt from the Company before the execution of this proxy of the Notice of Annual Meeting of Shareholders, a Proxy Statement for the Annual Meeting of Shareholders and the 2018 Annual Report to Shareholders. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Proposal 1, FOR Proposal 2 and FOR Proposal 3. PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.

Signature of Shareholder		Date:		Signature of Shareholder		Date:

	Note:	Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

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CLASS B COMMON STOCK

0

CLASS B COMMON STOCK

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS

ECOLOGY AND ENVIRONMENT INC.

368 Pleasant View Drive
Lancaster, New York 14086

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints MarshallA. Heinberg and Ronald L. Frank as Proxies, each with the power to appoint his substitute, and hereby authorizes either of them to represent and to vote, as designated on the reverse side, all the shares of Class B Common Stock of Ecology and Environment Inc. held of record by either of the undersigned on March 1, 2018,June 18, 2019, at the Annual Meeting of Shareholders to be held on April 18, 2018,July 24, 2019, or any adjournments thereof. (Continued and to be signed on the reverse side) 14475 1.1

(Continued and to be signed on the reverse side)

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1.1

14475

ANNUAL MEETING OF SHAREHOLDERS OF ECOLOGY AND ENVIRONMENT INC. 401 (k) April GO GREEN 18, 2018e-Consent makes it easy to go paperless. Withe-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and Annual Report on Form10-K are available at http://www.proxydocs.com/EEI Please sign,date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 20230300000000000000 4 041818 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. ELECTION OF CLASS A DIRECTORS: NOMINEES: FOR ALL NOMINEES O O Justin Michael C. JacobsEl-Hillow FOR ITHHOLD ALL NOMINEES AUTHORITY FOR (See ALL instructions EXCEPT below) 2. The approval of the compensation of the named executive officers. 3. The ratification of the appointment of Ernst & Young as Auditors. matters as may properly come before the meeting. this proxy of the Notice of Annual Meeting of Shareholders, a Proxy Statement for the Annual Meeting of Shareholders and the 2017 Annual Report to Shareholders. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Proposal 1, FOR Proposal 2, and FOR Proposal 3. PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE. INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: To indicate changes change your to the the new address registered address on name(s) your in the account, address on the please account space check above. may not the Please be box submitted at note right and that via this method. Signature of Shareholder Date: Signature of Shareholder Date: Note: title Please as such. sign exactly If the signer as your is a name corporation, or names please appear sign on full this corporate Proxy. When name shares by duly are authorized held jointly, officer, each giving holder full should title as sign. such. When If signer signing is a as partnership, executor, please administrator, sign in attorney, partnership trustee name or by guardian, authorized please person. give full

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CLASS A COMMON STOCK—401(k) PROXY ECOLOGY FOR ANNUAL AND MEETING ENVIRONMENT OF SHAREHOLDERS INC. 368 Pleasant View Drive Lancaster, New York 14086 THIS PROXY INSTRUCTION IS REQUESTED BY GREAT-WEST TRUST COMPANY, LLC IN CONJUNCTION WITH A PROXY SOLICITATION BY THE BOARD OF DIRECTORS OF ECOLOGY AND ENVIRONMENT, INC. The undersigned hereby instructs Great-West Trust Company, LLC, as Trustee*, to vote, as designated hereon, all the shares of Class A Common Stock of Ecology and Environment Inc. (the “Company”) which the undersigned would be entitled to vote at the Annual Meeting of Shareholders to be held on April 18, 2018, or any adjournments thereof. *AMERICAN STOCK TRANSFER AND TRUST COMPANY WILL TALLY THE VOTES. Great-West Trust Company, LLC will vote the shares represented by this Voting Instruction Form if it is properly completed, signed, and received by Great-West Trust Company, LLC before 5:00 p.m. EST on April 17, 2018. Please note that if this Voting Instruction Form is not properly completed and signed, or it is not received by Great-West Trust Company, LLC as indicated above, the shares allocated to the participant’s account will not be voted. If the Voting Instruction Form is signed, but no direction is given, the shares will be voted FOR Proposal 1, FOR Proposal 2, and FOR Proposal 3. 1.1 (Continued and to be signed on the reverse side) 14475