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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 24, 2019
Date of Report (Date of earliest event reported)

Ecology and Environment, Inc.
(Exact name of registrant as specified in its charter)

Commission File Number 1-9065

New York
16-0971022
(State or other jurisdiction of
(IRS Employer Identification
incorporation or organization)
Number)
   
368 Pleasant View Drive
  
Lancaster, New York
14086
(Address of principal executive offices)
(Zip code)

(716) 684-8060
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐
Written communications pursuant to Rule 245 under the Securities Act (17 CFT 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFT 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFT 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFT 240.13e-4c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock par value $.01 per share
EEI
Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07
Submission of Matters to a Vote of Security Holders

Ecology and Environment, Inc. (the “Company”) held its Annual Meeting of Shareholders on July 24, 2019. At the meeting, shareholders: (a) elected two (2) Class A nominees and four (4) Class B nominees for election as Directors of the Company, (b) approved, on an advisory basis, the compensation paid to the Company’s Named Executives and (c) ratified the appointment of Ernst & Young LLP as the Company’s Auditors for the fiscal year 2019.

Set forth below are the names of the nominees for election as Director of the Company, and the votes cast for, against, as well as the number of abstentions and broker non-votes and the against or withheld results for the voting on (i) the advisory vote for the compensation paid to the Company’s Named Executives and (ii) the ratification of the appointment of Ernst & Young LLP as Auditors.

Class A Nominee
Shares Votes For
Shares Voted Against
Abstentions
Broker Non-Votes
Justin C. Jacobs
1,537,364
243,885
61,953
865,613
Michael El-Hillow
1,561,250
214,959
66,993
865,613

Class B Nominee
Shares Voted For
Shares Voted Against
Broker Non-Votes
Marshall Heinberg
751,481
59,265
-0-
Frank B. Silvestro
750,734
59,265
-0-
Ronald L. Frank
751,481
59,265
-0-
Michael C. Gross
751,481
59,265
-0-

Advisory Vote Compensation
Shares Voted For
Shares Voted Against
Abstentions
Broker Non-Votes
Class A Common Stock (@ 1/10 vote per share)
17,347
3,020
7,828
86,561
Class B Common Stock (@ 1 vote per share)
809,999
747
-0-
-0-
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Appointment of Ernst & Young LLP As Auditors
Shares Voted For
Shares Voted Against
Abstentions
Broker Non-Votes
Class A Common Stock (@ 1/10 vote per share)
254,237
14,364
2,280
-0-
Class B Common Stock (@ 1 vote per share)
518,694
292,052
-0-
-0-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
ECOLOGY AND ENVIRONMENT, INC.
     
 
By:
/s/Ronald L. Frank
   
Ronald L. Frank, Executive Vice-President

Dated: July 26, 2019


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