DEFA14A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐   Preliminary Proxy Statement
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☐   Definitive Proxy Statement
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☐   Soliciting Material under §240.14a-12

ECOLOGY AND ENVIRONMENT, INC.

 

(Name of Registrant as Specified In Its Charter)

 

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

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Ecology and Environment, Inc. has posted the following information for stockholders to www.proxydocs.com/EEI:

 

LOGO

Vote the WHITE proxy card today. 2017 INVESTOR MATERIALS Ecology and Environm ent, Inc. The Board of D irectors (the “Board”) of Ecology and Environm ent, Inc. (“E & E” or the “C om pany”) has w orked diligently to identify strong director candidates w ho are highly qualified, experienced and com m itted to the long­term grow th strategy being pursued by the Company, a grow th strategy Annual Report that the Board believes is in the best interest of all shareholders. After carefully considering tw elve director candidates, the Board has nom inated M ichael S . Betrus and R obert J. U ntracht as C lass A 2016 Annual R eport to D irectors. These individuals have the know ledge and experience required to translate the Stockholders C om pany’s strategic acquisition plan into action and execute our grow th strategy to increase shareholder value. Michael S. Betrus, age 63, has over 40 years of accounting, financial m anagem ent, contractual oversight and forecasting experience. From 2005 until his retirem ent in 2015, M r. Betrus served as Senior Vice President and C hief Financial O fficer of Pow er D rives, Inc., a m anufacturing and industrial distribution com pany in Buffalo, N ew York. Prior to that, from 1994 to 2005, he served as Proxy Statem ent the Accounting and C ontracts M anager for Ecology and Environm ent, Inc. From 1985 to 1994 he served as the Chief Financial O fficer and C ontrollor for the AR O C orporation in its Life Supports 2017 N otice of Annual M eeting Products D ivision. Prior to this, he served as a M anager at Arthur Young & C o. (now know n as & Proxy Statem ent “E & Y LLP”) from 1976 to 1981, and as a C ivilian C ontract Specialist for the U nited States Air Force R om e Air D evelopm ent C enter from 1974 to 1975. M r. Betrus has been a director on the C om pany’s Board of D irectors since 2014 and currently serves as C hairm an of the Audit C om m ittee. M r. Betrus received his BS in Accounting from the U tica C ollege of Syracuse U niversity in 1974 and his M S in Accounting from C larkson C ollege in Letter to Shareholders 1976. April 3, 2017 E&E Robert J. Untracht, age 67, has several years of experience in consulting and financial services. Letter to Shareholders H e served as a financial reporting consultant to ILFC (a separate public com pany for debt reporting purposes for AIG , its parent com pany) from 2007­2012 and prior to that as an Instructor of Accounting at the Andersen G raduate School of Managem ent at U C LA from 1989 to 1994. From 1999 to 2003, M r U ntracht w as also an Associate Professor of Accounting at the New York Institute of Technology. Prior to this, from 1981 to 1998, M r. U ntracht served in various positions at E & Y LLP ranging from M anager to Audit Partner and N ational D irector of R etail and C onsum er Product Industry Services. From 1974 to 1981, M r. U ntracht w as an Audit M anager at D eloitte Letter to Shareholders Haskins & Sells (now com m only know n as D T&T Ltd.), serving clients in the retail and manufacturing industries. M arch 27, 2017 E&E Letter to Shareholders M r. U ntracht currently serves as a m em ber of the Board and the C hairm an of the Audit C om m ittee of both Sitew orx, LLC and H exanica, Inc., tw o private com panies. H e previously served as a mem ber of the Board and C hairm an of the Audit C om m ittee at D oubleLine Funds from 2010 to 2012, and D iscus D ental, LLC from 2008 to 2010. Also during the period of 2010 to 2012 M r. Untracht concurrently served on the boards of Am erican M obile Pow er System s, Inc., a private com pany, and D oubleLine O pportunistic C redit Fund, a public com pany. Prior to 2008, he served on the board as C hairm an of the Audit C om m ittee of SM &A, Inc., a public com pany that perform ed Letter to Shareholders consulting services, for a period of six years. M r. U ntracht received a BS in C om puter Technology from the New York Institute of Technology in 1971, a M BA from the State U niversity of N ew York, M arch 15, 2017 E&E Buffalo in 1972 and a JD from Southw estern U niversity School of Law in 1984. Letter to Shareholders About E&E E & E is a global netw ork of innovators and problem solvers, dedicated professionals and industry leaders in scientific, engineering and planning disciplines w orking collaboratively w ith clients to develop technically sound, science­based solutions to the leading environm ental challenges of our tim e. W e have w orked w ith clients on thousands of projects in m ore than 120 countries, including W HITE Proxy Card A som e of the m ost com plex, high­profile projects in the w orld. For projects across a broad range of m arket sectors, w e bring a proactive, collaborative approach and a com prehensive understanding of both the natural and regulatory environm ent. W e establish trust and credibility w ith every relationship w e build and every project w e com plete. W e w ork w ith integrity and invest in truly understanding our clients, their challenges, their opportunities and their business objectives. In doing so, w e are able to transcend the traditional client­consultant relationship and act as valued strategic advisors, providing clients w ith a clear line of sight to their goals. W HITE Proxy Card B O ur U .S . offices are headquartered and incorporated in N ew York State. W e are listed on the NASDAQ Stock Exchange (“N ASD AQ ”) under the ticker sym bol “EEI.” Important Additional Inform ation E & E, its directors and certain of its executive officers w ill be deem ed to be participants in the solicitation of proxies from C om pany stockholders in connection w ith the m atters to be considered at the C om pany’s annual m eeting of stockholders scheduled to be held on April 20, 2017. The C om pany has filed a definitive proxy statem ent and proxy cards w ith the U .S .. Securities and Exchange C om m ission (the “SEC ”) in connection w ith its solicitation of proxies from C om pany stockholders. C om pany stockholders are strongly encouraged to read the proxy statem ent and Proxy Card 401K accom panying proxy card w hen they becom e available as they w ill contain im portant inform ation. Inform ation regarding the identity of participants in this solicitation by the C om pany, and their direct or indirect interests, by security holdings or otherw ise, is set forth in the proxy statem ent and other m aterials filed by the C om pany w ith the SEC . Stockholders w ill be able to obtain the proxy statem ent, any am endm ents or supplem ents to the proxy statem ent and other docum ents filed by the C om pany w ith the SEC for no charge at the SEC ‘s w ebsite at w w w .sec.gov. C opies w ill also be available for no charge at the C om pany’s w ebsite at http://w w w .ene.com , by w riting to the C om pany at 368 Pleasant View D rive, Lancaster, N Y 14086 or by calling the C om pany’s proxy solicitor, D .F. King, at 1 (800) 628 8536. Forw ard­Looking Statem ents Inform ation presented on this w ebsite contains forw ard­looking statem ents w ithin the m eaning of the Section 27A of the Securities Act of 1933, as am ended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 W HO SHO ULD I CO NTACT IF I HAVE (the “Exchange Act”) and the Private Securities Litigation R eform Act of 1995. All statem ents relating to events or Q UESTIO NS? results that m ay occur in the future, including, but not lim ited to, current expectations, estim ates, forecasts and projections about the industries in w hich w e operate and the beliefs and assum ptions of our m anagem ent, the C om pany’s future costs of solicitation, record or m eeting dates, com pensation arrangem ents, business objectives, If you have any questions or require any com pany policies, corporate governance practices as w ell as capital and corporate structure (including m ajor assistance in obtaining or voting the shareholders, board structure and board com position), are forw ard­looking statem ents. Forw ard­looking statem ents W H ITE proxy card, please contact: generally can be identified by w ords such as “expect,” “w ill,” “change,” “intend,” “target,” “future,” “anticipate,” “to be,” “goal,” “project,” “plan,” “believe,” “seek,” “estim ate,” “continue,” “m ay,” and sim ilar expressions. These statem ents are based on num erous assum ptions and involve know n and unknow n risks, uncertainties and other factors that • D .F. King & Co., Inc. (“D .F. King”), could significantly affect the C om pany’s operations and m ay cause the C om pany’s actual actions, results, financial proxy solicitor for Ecology and condition, perform ance or achievem ents to be substantially different from any future actions, results, financial condition, perform ance or achievem ents expressed or im plied by any such forw ard­looking statem ents. Those Environm ent, toll free at factors include, but are not lim ited to, (i) general econom ic and business conditions; (ii) changes in m arket 1 (800) 628­8536. conditions; (iii) changes in regulations; (iv) actual or potential takeover or other change­of­control threats; (v) the effect of m erger or acquisition activities; (vi) changes in the C om pany’s plans, strategies, targets, objectives, • Banks, brokers and callers from expectations or intentions; and (vii) other risks, uncertainties and factors indicated from tim e to tim e in the outside the U nited States m ay call C om pany’s reports and filings w ith the SEC including, w ithout lim itation, m ost recently the C om pany’s Annual collect at (212) 269­5550. Report on Form 10­K for the period ended July 31, 2016, under the heading Item 1A ­ “R isk Factors” and the heading “M anagem ent’s D iscussion and Analysis of Financial C ondition and R esults of O perations.” The C om pany • O r E ­m ail: EEI@ dfking.com does not intend, and undertakes no obligation to update or publicly release any revision to any such forw ard­ looking statem ents, w hether as a result of the receipt of new inform ation, the occurrence of subsequent events, the change of circum stance or otherw ise. Each forw ard­looking statem ent contained in the C om pany’s proxy statem ent is specifically qualified in its entirety by the aforem entioned factors. Stockholders are advised to carefully read the C om pany’s proxy statem ent in conjunction w ith the im portant disclaim ers set forth above prior to reaching any conclusions or m aking any investm ent decisions. Powered by Donnelley Financial Solutions C opyright © 2017 Mediant Communications Inc. All Rights Reserved.