SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Ecology and Environment, Inc.
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(Name of Registrant as Specified In Its Charter)
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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ECOLOGY AND ENVIRONMENT, INC.
368 Pleasant View Drive
Lancaster, NY 14086
December 8, 2003
To Our Shareholders:
On behalf of the Board of Directors, we cordially invite you to attend the
2004 Annual Meeting of the Shareholders of Ecology and Environment, Inc. The
Annual Meeting will be held at the Radisson Hotel, 4243 Genesee Street,
Cheektowaga, New York, on Thursday, January 15, 2004 at 9:00 a.m. The Formal
Notice of Annual Meeting appears on the next page.
The attached Proxy Statement describes the matters that we expect to act
upon at the Annual Meeting. The Board of Directors of the Company recommends a
vote "FOR" the re-election, a vote "FOR" the appointment of
PricewaterhouseCoopers LLP as independent accountants and a vote "FOR" the
adoption of the Ecology and Environment, Inc. 2003 Stock Award Plan. It is
important that your views be represented whether or not you are able to be
present at the meeting.
We are gratified by your interest in Ecology and Environment, Inc. and urge
you to vote your shares either in person or by proxy as soon as possible.
Sincerely,
GERHARD J. NEUMAIER
Chief Executive Officer
ECOLOGY AND ENVIRONMENT, INC.
368 Pleasant View Drive
Lancaster, NY 14086
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Date: January 15, 2004
Time: 9:00 a.m.
Place: Radisson Hotel
4243 Genesee Street
Cheektowaga, NY
Purposes of Annual Meeting are:
1. To elect the Board of Directors;
2. To approve the appointment of PricewaterhouseCoopers LLP as Auditors.
3. To approve the adoption of the Ecology and Environment, Inc. 2003 Stock
Award Plan.
4. To act on such other matters as may properly come before the meeting.
Only Shareholders of record at the close of business on December 1, 2003
will be entitled to vote at the Annual Meeting. To grant a proxy to vote your
shares, you may complete and return the enclosed Proxy card. You may also cast
your vote in person at the Annual Meeting. Please vote promptly whether or not
you expect to attend the Annual Meeting.
A copy of our Annual Report to Shareholders is enclosed for your reference.
By order of Board of Directors
RONALD L. FRANK,
Secretary
Lancaster, New York
December 8, 2003
ECOLOGY AND ENVIRONMENT, INC.
368 Pleasant View Drive
Lancaster, New York 14086
PROXY STATEMENT
DATED DECEMBER 8, 2003
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 15, 2004
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of Ecology and
Environment, Inc., a New York corporation (the "Company"), in connection with
the solicitation of proxies for use at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held at the Radisson Hotel, 4243 Genesee Street,
Cheektowaga, New York at 9:00 a.m., Eastern Standard Time, on Thursday, January
15, 2004 and at any adjournments thereof. The enclosed proxy is being solicited
by the Board of Directors of the Company.
If a proxy in the accompanying form is duly executed and returned, the
shares represented thereby will be voted and, where a specification is made by
the shareholder as provided therein, will be voted in accordance with such
specification. A shareholder giving the enclosed proxy has the power to revoke
it at any time before it is exercised by giving written notice to the Company
bearing a later date than the proxy, by the execution and delivery to the
Company of a subsequently dated proxy, 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.
This Proxy Statement and the enclosed proxy are first mailed to
shareholders on or about December 8, 2003.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only holders of shares of Class A Common Stock and Class B Common Stock of
record at the close of business on December 1, 2003 will be entitled to notice
of and to vote at the meeting and at all adjournments thereof. At the close of
business on November 10, 2003, the Company had issued and outstanding 2,392,645
shares of Class A Common Stock and, 1,674,809 shares of Class B Common Stock. At
the meeting, the holders of Class A Common Stock will be entitled, as a class,
to elect two Directors (the "Class A Directors") and the holders of Class B
Common Stock will be entitled, as a class, to elect the remaining six Directors
(the "Class B Directors").
Except for the election of Directors and except for class votes as required
by law, holders of both classes of Common Stock vote or consent as a single
class on all matters, with each share of Class A Common Stock having one-tenth
vote per share and each share of Class B Common Stock having one vote per share.
Shares of Class A Common Stock represented by the proxies in the form
enclosed, properly executed, will be voted in the manner designated, or if no
instructions are indicated, in favor of the Class A Directors named therein, in
favor of the appointment of independent auditors named therein, and in their
discretion with respect to any matter that the Company did not have notice of at
least forty-five (45) days prior to the mailing date of this Proxy Statement.
The proxy given by the enclosed proxy card may be revoked at any time before it
is voted by delivering to the Secretary of the Company a written revocation or a
duly executed proxy bearing a later date or by attending the Annual Meeting and
voting in person.
Only holders of record of Common Stock at the close of business on December
1, 2003 will be entitled to notice of and a vote at the Annual Meeting.
One-third of such shares, present in person or represented by proxy, shall
constitute a quorum for the transaction of business at the Annual Meeting.
Under the Company's by-laws and the laws of the State of New York,
directors of each class are elected by a majority of the votes cast by that
class in the election. Any other matters to be considered as set forth in the
Notice for the Annual Meeting are to be decided by the vote of the holders of a
majority of the votes represented by the shares present in person or represented
by proxy at the Annual Meeting, except as hereafter noted.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of September 30, 2003, 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:
CLASS A COMMON STOCK CLASS B COMMON STOCK
------------------------------------ ------------------------------------
NATURE AND AMOUNT NATURE AND AMOUNT
OF BENEFICIAL PERCENT OF CLASS OF BENEFICIAL
OWNERSHIP AS ADJUSTED OWNERSHIP
NAME AND ADDRESS (1) (2)(3) (4) (2)(3) PERCENT OF CLASS
-------------------- ----------------- ---------------- ----------------- ----------------
Gerhard J. Neumaier* 355,777 13.0% 345,894 20.5%
Frank B. Silvestro* 288,937 10.8% 288,937 17.1%
Ronald L. Frank* 213,059 8.2% 209,544 12.4%
Gerald A. Strobel* 208,578 8.0% 208,578 12.5%
Franklin Resources, Inc. 290,000 12.1% 0 0
First Carolina Investors, Inc. 425,000 17.7% 0 0
The Cameron Baird
Foundation 250,000 10.4% 0 0
E*Capital Corporation (4) 163,700 6.8% 0 0
---------------
* See Footnotes in next table
(1) The address for Gerhard J. Neumaier, Frank B. Silvestro, Ronald L. Frank and
Gerald A. Strobel is c/o Ecology and Environment, Inc., 368 Pleasant View
Drive, Lancaster, New York 14086, unless otherwise indicated. The address
for Franklin Resources, Inc. is 901 Mariners Island Blvd.,6th Floor, San
Mateo, California 94404. The address for The Cameron Baird Foundation is c/o
Kavinoky & Cook, 120 Delaware Avenue, Buffalo, New York 14202. The address
for First Carolina Investors, Inc. is 1130 East Third Street, Suite 400,
Charlotte, North Carolina 28204. The address for E*Capital Corporation is
1000 Wiltshire Blvd., Los Angeles, CA 90017-2459 and the address for Edward
W. Wedbush is P.O. Box 30014, Los Angeles, CA 90030-0014.
(2) Each named individual or corporation are deemed to be the beneficial owners
of securities that may be acquired within 60 days through the exercise of
exchange or conversion rights. The shares of Class A Common Stock issuable
upon conversion by any such shareholder are not included in calculating the
number of shares or percentage of Class A Common Stock beneficially owned by
any other shareholder.
(3) There are 2,392,395 shares of Class A Common Stock issued and outstanding
and 1,674,809 shares of Class B Common Stock issued and outstanding as of
September 30, 2003. The figures in the "as adjusted" columns are based upon
these totals and except as set forth in the preceding sentence, upon the
assumptions described in footnote 2 above.
(4) Includes 82,000 shares owned by Edward W. Wedbush.
2
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Class A Common Stock and Class B Common Stock as of
September 30, 2003, by (i) each Director of the Company and (ii) all Directors
and officers of the Company as a group.
CLASS A COMMON STOCK CLASS B COMMON STOCK
------------------------------------ ------------------------------------
NATURE AND AMOUNT NATURE AND AMOUNT
OF BENEFICIAL PERCENT OF CLASS OF BENEFICIAL
OWNERSHIP AS ADJUSTED OWNERSHIP
NAME (1) (2)(3) (4) (2)(3) PERCENT OF CLASS
-------- ----------------- ---------------- ----------------- ----------------
Gerhard J. Neumaier (5)(13) 355,777 13.0% 345,894 20.5%
Frank B. Silvestro (13) 288,937 10.8% 288,937 17.1%
Ronald L. Frank (6)(13) 213,059 8.2% 212,844 12.4%
Gerald A. Strobel (7)(13) 208,578 8.0% 208,578 12.5%
Harvey J. Gross (8) 80,047 3.2% 80,047 4.7%
Gerard A. Gallagher, Jr. 61,641 2.5% 65,300 3.6%
Ross M. Cellino (9) 17,111 * 1,050 *
Roger Gray (10) 10,795 * 5,662 *
Timothy Butler 100 * -0- -0-
Directors and Officers as a Group (11)(12) (10
individuals) 1,254,662 34.8% 1,208,939 72.2%
---------------
* Less than 0.1%
(1) The address of each of the above shareholders is c/o Ecology and
Environment, Inc., 368 Pleasant View Drive, Lancaster, New York 14086.
(2) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the vote) or sole or
shared investment power (including the power to dispose or direct the
disposition) with respect to a security whether through any contract,
arrangement, understanding, relationship or otherwise. Unless otherwise
indicated, the shareholders identified in this table have sole voting and
investment power of the shares beneficially owned by them.
(3) Each named person and all Directors and officers as a group are deemed to
be the beneficial owners of securities that may be acquired within 60 days
through the exercise of exchange or conversion rights. The shares of Class
A Common Stock issuable upon conversion by any such shareholder are not
included in calculating the number of shares or percentage of Class A
Common Stock beneficially owned by any other shareholder. Moreover, the
table gives effect to only 3,630 shares of Class A Common Stock of the
total 33,390 shares of Class A Common Stock that may be issued pursuant to
the Company's Incentive Stock Option Plan, which may be purchased within
the next 60 days pursuant to vested options granted to one officer.
(4) There are 2,392,395 shares of Class A Common Stock issued and outstanding
and 1,674,809 shares of Class B Common Stock issued and outstanding as of
September 30, 2003. The figure in the "as adjusted" columns are based upon
these totals and except as set forth in the preceding sentence, upon the
assumptions described in footnotes 2 and 3 above.
(5) Includes 525 shares of Class A Common Stock owned by Mr. Neumaier's spouse,
as to which he disclaims beneficial ownership. Includes 5,525 shares of
Class A Common Stock owned by Mr. Neumaier's Individual Retirement Account.
Does not include any shares of Class A Common Stock or Class B Common Stock
held by Mr. Neumaier's adult children. Includes 3,833 shares of Class A
Common Stock owned by a Partnership in which Mr. Neumaier is a general
partner.
(6) Includes 18,625 shares of Class B Common Stock owned by Mr. Frank's former
spouse as to which he disclaims beneficial ownership except for the right
to vote the shares which he retains pursuant to an agreement with his
former spouse. Includes 2,515 shares of Class A Common Stock owned by Mr.
Frank's individual retirement account.
(7) Includes 1,008 shares of Class B Common Stock held in equal amounts by Mr.
Strobel as custodian for his three children as to which he disclaims
beneficial ownership.
(8) Includes an aggregate of 21,047 shares of Class B Common Stock owned by two
trusts created by Mr. Gross of which he and his spouse are the sole
beneficiaries during their lifetimes.
3
(9) Includes 10,396 shares of Class A Common Stock owned by Mr. Cellino's
spouse, as to which shares he disclaims beneficial ownership, also includes
4,555 shares of Class A Common Stock owned by Mr. Cellino's Individual
Retirement Account. Includes 5 shares of Class A Common Stock owned by a
limited partnership in which Mr. Cellino is a general partner.
(10) Includes 1200 shares of Class A Common Stock which may be issued upon the
exercise of a stock option granted on December 12, 1995 pursuant to the
Company's Incentive Stock Option Plan.
(11) Does not include 68,107 shares (32,650 shares of Class A Common Stock and
35,457 shares of Class B Common Stock) owned by the Company's Defined
Contribution Plan of which Messrs. Gerhard J. Neumaier, Frank, Silvestro
and Strobel constitute four of the five trustees of the Plan.
(12) Includes 630 shares of Class A Common Stock which may be issued upon the
exercise of a stock option granted to one officer on April 2, 1994 pursuant
to the Company's Inventive Stock Option Plan; includes 600 shares of Class
A Common Stock which may be issued upon the exercise of a stock option
granted to one officer on December 2, 1994 pursuant to the Company's
Incentive Stock Option Plan; includes 1,200 shares of Class A Common Stock
which may be issued upon the exercise of stock options granted to one (1)
officer on December 12, 1995 pursuant to the Company's Incentive Stock
Option Plan.
(13) Subject to the terms of the Restrictive Agreement. See "Security Ownership
of Certain Beneficial Owners-Restrictive Agreement".
RESTRICTIVE AGREEMENT
Messrs. Gerhard J. Neumaier, Silvestro, Frank and Strobel entered into a
Stockholders' Agreement in 1970 which governs the sale of an aggregate of
1,229,118 shares Class B Common Stock owned by them and the former spouse of one
of the individuals and the children of the individuals. The agreement provides
that prior to accepting a bona fide offer to purchase all or any part of their
shares, each party must first allow the other members to the agreement 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.
PROPOSAL 1 -- ELECTION OF DIRECTORS
It is intended that proxies solicited by the Board of Directors will,
unless otherwise directed, be voted to elect the two nominees for Class A
Directors and the six Class B Directors named below. Holders of Class A Common
Stock are not entitled to vote on the election of the Class B Director nominees.
4
INFORMATION CONCERNING NOMINEES
The nominees proposed for election to the Board of Directors are all
presently members of the Board.
The Class A nominees named herein, if elected as Directors, will hold
office until the next succeeding Annual Meeting of Shareholders and until their
successors are duly elected and qualified. In the event either nominee for Class
A Director becomes unavailable and a vacancy exists, it is intended that the
persons named in the proxy may vote for a substitute who will be recommended by
the remaining Class A Director.
The following table sets forth the names, ages and positions of those
persons nominated by the Board of Directors for election as Directors of the
Company.
NAME AGE POSITION
---- --- --------
Gerhard J. Neumaier 66 President and Director
Frank B. Silvestro 66 Executive Vice President and Director
Gerald A. Strobel 63 Executive Vice President of Technical Services and Director
Ronald L. Frank 65 Executive Vice President of Finance, Secretary, Treasurer
and Director
Gerard A. Gallagher, Jr. 72 Director
Harvey J. Gross 75 Director
Ross M. Cellino 71 Director
Timothy Butler 62 Director
Each Director is elected to hold office until the next annual meeting of
shareholders and until his successor is elected and qualified. Executive
officers are elected annually and serve at the discretion of the Board of
Directors.
Mr. Neumaier is a founder of the Company and has served as the President
and a Director since its inception in 1970. Mr. Neumaier has a B.M.E. in
engineering and a M.A. in physics.
Mr. Silvestro is a founder of the Company and has served as a Vice
President and a Director since its inception in 1970. In August 1986, he became
Executive Vice President. Mr. Silvestro has a B.A. in physics and a M.A. in
biophysics.
Mr. Strobel is a founder of the Company and has served as a Vice President
and a Director since its inception in 1970. In August 1986, he became Executive
Vice President of Technical Services. Mr. Strobel is a registered Professional
Engineer with a B.S. in civil engineering and a M.S. in sanitary engineering.
Mr. Frank is a founder of the Company and has served as Secretary,
Treasurer, Vice President of Finance and a Director since its inception in 1970.
In August 1986, he became Executive Vice President of Finance. Mr. Frank has a
B.S. in engineering and a M.S. in biophysics.
Mr. Gallagher joined the Company in 1972. In March 1979, he became a Vice
President of Special Projects and in February, 1986 he became a Director. Mr.
Gallagher is in charge of quality assurance for hazardous substance projects. In
August 1986, he became a Senior Vice-President of Special Projects. Mr.
Gallagher retired as an employee and an officer of the Company in February 2001.
At that time, he became a consultant to the Company. Mr. Gallagher has a B.S. in
physics.
Mr. Gross has been a Director of the Company since its inception in 1970.
Mr. Gross is an independent insurance broker and a capital financing consultant.
Mr. Cellino has been a Class A Director of the Company since its inception
in 1970. Mr. Cellino is an attorney and counselor-at-law retired from private
practice.
Mr. Butler was appointed as a Class A Director by the remaining members of
the Board of Directors on September 5, 2003 to fill the vacancy left by the
resignation of Brent Baird. Mr. Butler is a retired bank executive with 38 years
of experience, most recently with Key Bank.
5
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended July 31, 2003, the Board of Directors held
four (4) meetings. Each director of the Company attended at least 75% of the
aggregate of (i) the total number of meetings of the Board of Directors and (ii)
the total number of meetings of the committees of the Board of Directors in
which he served during the period for which he served.
The Board of Directors has an Audit Committee and a Pension Review
Committee. The Board of Directors does not have a nominating committee. All
decisions with respect to compensation of executive officers and nominations are
made by the Board of Directors as a whole.
The Audit Committee consists of Messrs. Thomas Butler, Ross M. Cellino
(Chairman) and Harvey J. Gross, all non-employee, independent (as defined in the
AMEX listing standards), and financially literate directors. The Audit Committee
is responsible for reviewing the financial information which will be provided to
the shareholders and others, the system of internal controls which management
and the Board of Directors has established, the performance and selection of
independent auditors and the Company's audit and financial reporting process.
During fiscal year 2003, the Committee met two (2) times to examine the results
of the financial statements and reports prepared by the independent public
accountants, and then held discussions with the Board of Directors. The Audit
Committee Charter is attached hereto as Appendix A.
The Pension Review Committee consists of Messrs. Ronald L. Frank
(Chairman), Frank B. Silvestro, Ross M. Cellino and Harvey J. Gross. The
Committee met one (1) time during the fiscal year 2003. The principal functions
of the Pension Review Committee are to review changes to the retirement plans
necessitated by law or regulation and to determine whether the Company's
retirement plans meet the compensation goals for the Company's employees as
established by the Board of Directors.
COMPENSATION OF DIRECTORS
With the exception of Gerard A. Gallagher, Jr., each Director who is not an
employee of the Company is paid an annual director's fee of $26,478 per annum.
The director's fee is paid quarterly. In February 2002, Mr. Gallagher retired as
an officer and employee of the Company and entered into a part-time consulting
agreement with the Company to assist with specific areas of business
development. Mr. Gallagher is paid $5,000 per month for this effort which
includes the above compensation as a Director of the Company.
6
COMPENSATION OF EXECUTIVE OFFICERS
There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
ended July 31, 2001, 2002 and 2003 of those persons who were at July 31, 2003
(i) the chief executive officer and (ii) the four other most highly compensated
executive officers with annual salary and bonus for the fiscal year ended July
31, 2003 in excess of $100,000. In this report, the five persons named in the
table below are referred to as the "Named Executives".
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION STOCK
---------------------------- INCENTIVE LONG-TERM
NAME AND FISCAL BONUS OPTIONS RESTRICTED COMPENSATION ALL
PRINCIPAL POSITION YEAR SALARY (1) OTHER (SHARES) STOCK(3) PAYOUTS OTHER(2)
------------------ ------ -------- -------- ----- --------- ---------- ------------ --------
Gerhard J. Neumaier 2003 $260,053 32,500 -0- -0- -0- -0- 15,207
President and Director 2002 $250,271 25,000 -0- -0- -0- -0- 14,851
2001 $247,051 25,000 -0- -0- -0- -0- 14,049
Frank B. Silvestro 2003 $236,968 32,500 -0- -0- -0- -0- 13,973
Executive VP and Director 2002 $227,530 25,000 -0- -0- -0- -0- 13,608
2001 $224,934 25,000 -0- -0- -0- -0- 12,901
Ronald L Frank 2003 $236,968 32,500 -0- -0- -0- -0- 13,973
Executive Vice President 2002 $227,530 25,000 -0- -0- -0- -0- 13,570
of Finance, Secretary 2001 $224.934 25,000 -0- -0- -0- -0- 12,901
Treasurer and Director
Gerald A. Strobel 2003 $236,968 32,500 -0- -0- -0- -0- 13,973
Executive Vice President 2002 $227,530 25,000 -0- -0- -0- -0- 13,570
of Technical Services 2001 $224,924 25,000 -0- -0- -0- -0- 12,901
and Director
Roger J. Gray(4) 2003 $211,330 76,626 -0- -0- -0- -0- 14,841
Senior Vice President 2002 $200,974 -0- -0- -0- 10,571 -0- 10,696
2001 $180,650 6,000 -0- -0- 4,000 -0- 9,671
---------------
(1) Amounts earned for bonus compensation determined by the Board of Directors.
(2) Represents group term life insurance premiums, contributions made by the
Company to its Defined Contribution Plan and Defined Contribution Plan SERP
accruals on behalf of each of the Named Executives.
(3) As of July 31, 2003, there were 2,763 shares of the Company's Class A common
stock which was restricted stock issued pursuant to the Company's 1998 Stock
Award Plan issued to Roger Gray having a value of $26,801.
(4) Beginning November 2001, Mr. Gray has been on a 30 month assignment in Saudi
Arabia as Project Manager of the Company's work there. The Board of
Directors have approved a special cost of living adjustment and completion
bonus for Mr. Gray amounting to approximately 40% of base salary earned
annually.
None of the Company's Executive Officers have Employment Agreements.
COMPENSATION PURSUANT TO PLANS
DEFINED CONTRIBUTION PLAN. The Company maintains a Defined Contribution
Plan ("the DC Plan") which is qualified under the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code") pursuant to which the Company
contributes an amount not in excess of 15% of the aggregate compensation of all
employees who participate in the DC Plan. All employees, including the executive
officers identified under "Executive Compensation", 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.
SUPPLEMENTAL RETIREMENT PLAN. In April 1994, the Board of Directors of the
Company, in response to changes in the tax code, voted to establish a
Supplemental Executive Retirement Plan ("SERP") for purposes of providing
retirement benefits to employees including officers of the Company whose
retirement benefits under the DC Plan are reduced as a result
7
of the $200,000 compensation limitation imposed by the tax code change. This
plan is a non-qualified plan which provides benefits that would have been lost
from the DC Plan due to the imposition of the compensation restriction.
STOCK AWARD PLAN
Effective March 16, 1998, the Company adopted the Ecology and Environment,
Inc. 1998 Stock Award Plan (the "Award Plan") under which key employees
(including officers) of the Company or any or all of its present or future
subsidiaries may be designated to receive awards of Class A common stock of the
Company as a bonus for services rendered to the Company or its subsidiaries,
without payment therefore, based upon the fair market value of the common stock
at the time of the award.
The Board of Directors of the Company administers the plan and has
authority to determine the employees to whom awards are to be granted, the
number of shares covered by each award, whether or not the awards are subject to
forfeiture or restriction on sale, resale or other disposition of the shares
acquired under the award and any other understandings or conditions as to the
award recipient's continued employment.
The Award Plan is not a qualified plan under Section 401(a) of the Internal
Revenue Code. The plan permitted grants of the award for a period of five (5)
years from the date of adoption and expired on March 16, 2003. As of July 31,
2003, awards for 174,005 shares of Class A common stock have been granted. Only
Mr. Gray of the named Executive Officers found in the Summary Compensation Table
has been granted awards pursuant to the Award Plan.
SECTION 16 OF THE SECURITIES EXCHANGE ACT BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
The Company believes that during the preceding year its executive officers
and directors have complied with all Section 16 filing requirements.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a separate Compensation Committee. Compensation
of the Company's Executive Officers is considered by the entire Board of
Directors. As members of the Board of Directors Messrs. Gerhard J. Neumaier,
Frank B. Silvestro, Ronald L. Frank and Gerald A. Strobel participate in
deliberations and discussions concerning their own compensation.
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed the Company's audited
financial statements for fiscal year ending July 31, 2003 with the Company's
Management and PricewaterhouseCoopers LLP. The Audit Committee has discussed
with PricewaterhouseCoopers LLP the matters required to be discussed by SAS No.
61 (Codification of Statements on Auditing Standards, AU sec.380), as may be
modified or supplemented. The Audit Committee has received the written
disclosures and the communications from PricewaterhouseCoopers LLP required by
Independent Standards Board Standard No. 1 (Independent Standards Board Standard
No. 1, Independence Discussions with Audit Committees)as may be modified or
supplemented, and has discussed with PricewaterhouseCoopers 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 Form
10-K for the fiscal year ended July 31, 2003 for filing with the Securities and
Exchange Commission.
Audit Fees -- In fiscal years 2003 and 2002, the Company was billed
$100,800 and $88,000 respectively by its independent auditor,
PricewaterhouseCoopers LLP for the annual audit and quarterly reviews.
Audit Related Fees -- No additional audit related services were provided by
PricewaterhouseCoopers LLP during the last two fiscal years.
Tax Fees -- No services were provided by PricewaterhouseCoopers LLP for tax
compliance, tax advice and tax planning during the last two fiscal years.
All Other Fees -- The Company was billed $25,500 and $23,000 in fiscal
years 2003 and 2002 respectively by PricewaterhouseCoopers LLP for other
non-audit services primarily related to contract indirect rates and employee
benefit plans.
8
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
PricewaterhouseCoopers LLP's independence. Upon recommendation of the Audit
Committee, the Board of Directors has recommended PricewaterhouseCoopers LLP be
retained as independent auditors to examine the consolidated financial
statements of the Company for the fiscal year ending July 31, 2004.
Respectfully Submitted,
THE AUDIT COMMITTEE
Harvey J. Gross
Ross M. Cellino
Timothy Butler
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The Board of Directors reviews executive officer compensation in an effort
to provide levels of compensation that integrate such compensation with the
Company's annual and long-term performance goals, award individual achievement
and attract and retain qualified executives.
Compensation for executive officers consists of salaries and bonuses.
Salaries for executive officers (including the Chief Executive Officer) are
determined by evaluating the officer's performance and contributions to the
performance of the Company, the officer's responsibilities, experience and any
data available which describes the general industry trends, peer group
practices, published survey data and salary structures of similar sized,
profitable competitors.
The Company has adopted and implemented a performance based compensation
plan covering senior technical and management personnel. A year-end bonus pool
is established, with bonuses then awarded. Bonuses are awarded to the Company's
personnel, including executive officers, based on their individual performance
goals and the performance of the Company as a whole.
The performance bonus awarded to the Chief Executive Officer is derived by
an annual award from the Company's overall performance bonus pool which relates
to the Company's performance, long-term objectives, achievements and individual
performance.
Respectively Submitted,
THE BOARD OF DIRECTORS
Gerhard J. Neumaier
Frank B. Silvestro
Gerald A. Strobel
Ronald L. Frank
Gerard A. Gallagher, Jr.
Harvey J. Gross
Ross M. Cellino
Timothy Butler
9
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
The following graph demonstrates the annual percentage change in the
Company's cumulative total shareholder return on common stock against the total
return of the companies listed on the American Stock Exchange (the "AMEX Market
Index") and a peer group consisting of Arcadis NV NY Registered Shares, Jacobs
Engineering Group, Tetra Tech, Inc., URS Corp., Michael Baker Corp., Versar,
Inc. (Class A Stock) (collectively the "Peer Group").
[LINE GRAPH]
COMPANY 1998 1999 2000 2001 2002 2003
----------------------------------------------------------------------------------------------------------
ECOLOGY & ENVIRONMENT A 100 63.89 61.86 83.90 112.50 108.68
----------------------------------------------------------------------------------------------------------
PEER GROUP INDEX 100 117.46 125.14 167.08 158.45 201.86
----------------------------------------------------------------------------------------------------------
AMEX MARKET INDEX 100 102.83 117.79 102.10 102.10 117.31
* Assumes $100 invested on August 1, 1998 and dividends reinvested through the
fiscal year ending July 31, 2003.
10
PROPOSAL 2 -- APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANT
PricewaterhouseCoopers LLP, independent certified public accountants, is
the auditor of the Company's records. The Board of Directors wishes to continue
the services of this firm for the fiscal year ending July 31, 2004 and the
shareholders' ratification of such appointment is requested.
Representatives of PricewaterhouseCoopers LLP will attend the Annual
Meeting, will have the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
PROPOSAL 3 -- ADOPTION OF THE ECOLOGY AND ENVIRONMENT, INC.
2003 STOCK AWARD PLAN
On October 16, 2003, the Board of Directors approved for submission to the
Shareholders the Ecology and Environment, Inc. 2003 Stock Award Plan (the "2003
Plan") as set forth on Appendix B to this Proxy statement. The following is a
summary of the material terms of the 2003 Plan and is qualified in all respects
by the terms of the 2003 Plan. Please refer to Appendix B for more complete and
detailed information with respect to the 2003 Plan.
The 2003 Plan is designed to provide incentives which will attract and
maintain highly competent persons and officers, key employees and non-employee
directors of the Company. This will be accomplished by the Board of Directors
awarding shares to the participants under the Plan. The Plan will be
administered by a committee of at least three Directors selected by the Board of
Directors (the "Committee"). Absent a change in the Company's capitalization,
the total number of shares that may be awarded under the Plan will not exceed
200,000. The Committee is authorized to determine the employees, officers and
non-employee directors to whom awards of shares as bonuses (the "Awards") may be
made, the times at which such Awards are made, the number of shares awarded and
any restrictions on the vesting of such shares. Shares will be awarded at their
fair market value on the date of Award may be subject to restrictions as
determined by the Committee and will be held in escrow by the Company until the
restrictions to which they are subject shall lapse. Under the 2003 Plan any
shares which are subject to Awards that are reacquired by the Company pursuant
to the rights reserved by the Company on the issuance of such Awards are again
available for reissuance. This provision could have the effect of increasing the
number of shares remaining available for grant.
For Federal income tax purposes, the recipient of an Award must recognize
ordinary income equal to the fair market value of the shares when they are no
longer subject to a substantial risk of forfeiture and the Company will receive
a deduction for the same amount at that time. The tax consequences described
above are the general rules and are subject to change. Participants should
consult their own tax advisors since a taxpayer's particular situation may be
such that the rules described above may vary.
No Awards have been granted under the 2003 Plan prior to the date of this
Proxy Statement. Upon the approval of the Plan, the Company will award 45,892
shares to key employees as incentive compensation for the fiscal year ended July
31, 2003 as incentive compensation under the Company's Pay for Performance Plan.
In addition, the Company will award 1,500 to Timothy Butler as compensation for
serving as a Director for the unexpired term ending July 31, 2003. It is not
possible to determine at this time what other benefits will be received by the
key employees, officers and non-employee directors under the 2003 Plan because
the granting of Awards is within the discretion of the Committee.
The 2003 Plan became effective on October 16, 2003, subject to approval of
the Shareholders. The Plan will terminate on October 15, 2008, unless a
different termination date is fixed by the shareholders, but no such termination
shall effect the prior rights under the Plan of the Company or of anyone to whom
such shares have been transferred prior to termination.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
FUTURE SHAREHOLDER PROPOSALS
Proposals of shareholders for inclusion in the Company's Proxy Statement
for the next Annual Meeting of Shareholders must be received by the Secretary,
Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, New York,
14086, no later than August 10, 2004. If any shareholder intends to present a
proposal at the next Annual Meeting of Shareholders but has not sought inclusion
of such proposal in the Company's proxy materials, such proposal must be
received by the Secretary,
11
Ecology and Environment, Inc., 368 Pleasant View Drive, Lancaster, NY 14086, by
October 25, 2004 or the Company's management proxies for the next Annual Meeting
will be entitled to use their discretionary voting authority to vote on such
proposal, without any discussion of the matter in the Company's proxy materials.
OTHER MATTERS
The cost of solicitation of proxies will be borne by the Company.
Solicitation other than by mail may be made by officers or by regular employees
of the Company, who will receive no additional compensation therefor, by
personal or telephone solicitation, the cost of which is expected to be nominal.
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
12
APPENDIX A
CHARTER FOR THE AUDIT COMMITTEE
OF
ECOLOGY AND ENVIRONMENT, INC.
This Charter sets forth the purpose, authority, and responsibilities of the
Audit Committee of Ecology & Environment, Inc. (the "Company"). The adequacy of
the Charter will be reviewed and assessed annually by the Audit Committee.
PURPOSE
The Audit Committee has as its primary purpose oversight responsibility for
(a) the quality and integrity of the Company's financial reporting; (b) the
compliance by the Company with legal and regulatory requirements; (c) adequacy
of the Company's internal control systems and review of the performance,
qualifications and independence of the Company's independent accountants.
AUTHORITY
The Audit Committee has been duly established by the Board of Directors and
is provided with appropriate resources and authority to discharge its
responsibilities effectively. The Audit Committee has the authority to obtain
advice and assistance from outside legal, accounting and other advisors as
deemed appropriate to fully execute its duties and responsibilities. The Company
shall provide appropriate funding, as determined by the Audit Committee, for
compensation to the independent auditor and to any advisors that the Audit
Committee chooses to engage.
COMPOSITION
The Audit Committee shall be composed of not less than three members of the
Board of Directors each of whom (a) is an "independent director" as defined by
Section 121A of the American Stock Exchange (AMEX) Company Guide and (b) is able
to read and understand financial statements. As required by Section 407 of the
Sarbanes-Oxley Act of 2002 (the "Act"), at least one member of the Audit
Committee must be a "financial expert" as defined in rules adopted by the
Securities and Exchange Commission (SEC) to implement that requirement.
Notwithstanding the above, each member of the Audit Committee shall meet the
independence, experience and other applicable requirements relevant to Audit
Committee members, as and when required, of AMEX, the Securities and Exchange
Act of 1934 (the Exchange Act") and the rules and regulations of the SEC and
other applicable regulatory authority.
The members of the Audit Committee shall be appointed and replaced by the
Board of Directors. The chair of the Committee shall be designated by the Board
of Directors or, if it does not do so, the committee members shall elect a
chairperson by vote of a majority of the full committee.
MEETINGS
The Audit Committee shall meet or hold telephone meetings at least
quarterly, with additional meetings as deemed appropriate. The Audit Committee
may request any officer or employee of the Company or the Company's outside
counsel or other advisor to attend a meeting of the Committee or to meet with
any members of, or consultants to the Committee. The Audit Committee shall also
meet privately without the presence of any management or the Company's auditors.
RESPONSIBILITIES OF THE AUDIT COMMITTEE
The Audit Committee shall provide assistance to the Board of Directors in
fulfilling its responsibilities to the Company's shareholders related to
accounting matters and reporting practices of the Company and to the quality and
integrity of the financial statement of the Company.
In carrying out these responsibilities, the Audit Committee shall perform
the following functions:
1. Appoint, compensate, retain and replace the Company's public
accountants, subject to ratification with respect to retention at the
next scheduled annual shareholder meeting. Evaluate at least annually
the independence of the independent public accountants, including
evaluating whether the independent public accountants provide audit
services or consulting services to management and to receive the
specific representations of the independent public
A-1
accountants as to their independence. Specifically, the Audit Committee
will be responsible for evaluating the provision of non-audit services
to the Company as required by Section 201 of the Sarbanes-Oxley Act of
2002, Section 202 of that Act, the audit partner rotations requirement
in Section 203 of that Act, the conflict of interest requirements in
Section 206 of that Act, and any improper influence on the conduct of
audits in Section 303 of that Act. Review the fees of the independent
public accountants in relation to services provided to the Company.
2. Meet with the independent public accountants and management to review
the scope of the proposed audit work, including limited reviews and
such other procedures as may be considered necessary and/or appropriate
for the current year, and the procedures to be used. At the completion
of the annual examination, review the Company's financial statements
and related footnotes, the independent public accountants' report
thereon, any significant changes required in the independent public
accountant's audit plan, any serious difficulties or disputes with
management encountered during the course of the audit, and any other
matters related to conduct of the audit that are to be communicated to
the Audit Committee under generally accepted audited standards. The
Audit Committee shall have the sole authority to approve the terms,
including compensation, of all auditing services, and the terms of any
non-auditing services which the independent public accountants or an
affiliate are permitted to render under the Exchange Act, with
pre-approval of such non-audit services subject to deminimis exception
under the Exchange Act.
3. Review with the independent public accountants and with management the
adequacy and effectiveness of the accounting and financial controls of
the Company, and elicit any recommendations that they may have for the
improvement of such internal control procedures or particular areas
where new or more detailed procedures are desirable. Review responses
by management to recommendations for improvement made by the
independent public accountants. The Audit Committee will be responsible
for developing and adopting a Code of Ethics for senior financial
officers of the Company as required in Section 406 of the
Sarbanes-Oxley Act of 2002.
4. Review periodically with the independent public accountants the form of
the Company's financial statements, including the Company's significant
accounting policies disclosed in the notes thereto, to determine that
the independent public accountants are satisfied with the disclosure
and content of the financial statements presented to the shareholders.
Any changes in significant accounting policies should be reviewed.
5. Provide the independent public accountants with the opportunity to meet
at least annually with the members of the Audit Committee without
representatives of management being present. Among the items to be
discussed in these meetings are the independent public accountants'
evaluation of management's financial and accounting personnel, and the
cooperation, which the independent public accountants received during
the course of their audit. The Audit Committee will also receive the
report of the independent public accountants required by Section 204 of
the Sarbanes-Oxley Act of 2002.
6. Review and discuss with management and the outside auditing firm the
annual audited and quarterly financial statements of the Company,
including: (a) an analysis of the auditor's judgment as to the quality
of the Company's accounting principles, setting forth significant
financial reporting issues and judgments made in connection with the
preparation of the financial statements; (b) the Company's disclosures
under "Management's Discussion and Analysis of Financial Condition and
Results of Operations," including accounting policies that may be
regarded as critical; and (c) major issues regarding the Company's
accounting principles and financial statement presentations, including
any significant changes in the Company's selection or application of
accounting principles and financial statement presentations.
7. Review and discuss the adequacy of the Company's internal controls
(with particular emphasis on the scope and performance of the internal
audit function) and disclosure, and review and discuss with the
principal internal auditor of the Company the scope and results of the
internal audit program.
8. Review and discuss the Company's policies with respect to risk
assessment and risk management.
9. Establish policies for the hiring of employees and former employees of
the outside auditing firm.
10. Meet to evaluate the performance of the independent public accountants
at least annually without representatives of the independent public
accountants being present.
11. Establish the procedures for handling complaints regarding
improprieties in the Company's operations and investigate any
improprieties or suspected improprieties in the Company's operations.
In particular, the Audit
A-2
Committee will be responsible for the receipt, retention, and
consideration of complaints received regarding accounting, internal
accounting controls, or auditing matters affecting the Company, and
will receive, retain, and consider confidential, anonymous submissions
by employees of the Company of concerns regarding questionable
accounting or auditing matters as required by Section 301 of the
Sarbanes-Oxley Act of 2002.
12. Cause an investigation to be made into any matter that comes to the
attention of the Audit Committee within the scope of its duties, with
the power to retain independent counsel, accountants, or others for
this purpose if, in its judgment, that is appropriate.
13. Consider such other matters as may be from time to time referred to the
Audit Committee by the Board of Directors of the Company.
LIMITATION OF THE COMMITTEE'S ROLE
Notwithstanding the duties and responsibilities of the Audit Committee set
forth in this charter, it is not the duty of the Committee to plan or conduct
audits or to determine that the Company's financial statements and disclosures
are complete and accurate and are in accordance with GAAP and applicable rules
and regulations. These are the responsibilities of management and the Company's
independent public accountants. Moreover, the designation of any member of the
Committee as a "financial expert" does not: (i) impose on such person any
duties, obligations or liabilities that are greater than the duties, obligations
and liabilities imposed on any member of the Committee not so designated; (ii)
deem such person an "expert" for any purpose, including without limitation for
purposes of the Securities Act of 1933; and (iii) affect the duties, obligations
or liabilities of any member of the Audit Committee of the Board of Directors.
ADOPTED NOVEMBER 24, 2003
A-3
APPENDIX B
ECOLOGY AND ENVIRONMENT, INC.
2003 STOCK AWARD PLAN
1. Purpose: The Stock Award Plan (the "Plan") is intended to (a) provide
incentives which will attract and retain highly competent persons as officers,
and key employees of ECOLOGY AND ENVIRONMENT, INC. (the "Company") and its
subsidiaries, and (b) provide a mechanism to compensate the Company's
non-employee directors with stock in lieu of cash compensation, by providing
them with Class A Common Stock of the Company which are treasury shares ("Common
Stock") pursuant to awards ("Awards") described herein.
2. Administration: The Board of Directors ("Board") of the Company shall
supervise and administer the Plan. Any questions of interpretation of the Plan
or of any Awards issued under it shall be determined by the Board and such
determination shall be final and binding upon all persons. Any or all powers and
discretions vested in the Board under the Plan (except the power to amend or
terminate the Plan) may be exercised by a committee of at least three directors
(the "Committee") authorized by the Board to do so. A majority of members of the
Committee shall constitute a quorum, and all determinations of the Committee
shall be made by a majority of its members. Any determination of the Committee
under the Plan may be made without notice or meeting of the Committee, by a
writing signed by a majority of the Committee members.
3. Participants: Participants shall consist of such key employees
(including officers) or (b) directors of the Company or any or all of its
present or future subsidiaries as the Board, in its sole discretion, determines
to be mainly responsible for the success and future growth and profitability of
the Company and whom the Board may designate from time to time to receive Awards
under the Plan. Awards may be granted under this Plan to persons who have
previously received Awards or other benefits under this or other plans of the
Company.
4. Shares Reserved Under the Plan: There is hereby reserved for issuance
as Awards under the Plan an aggregate of 200,000 shares of Common Stock, par
value $0.01, which shall be solely treasury shares.
Any shares subject to Awards may thereafter be subject to new Awards under
this Plan if shares of Common Stock are issued under such Awards and are
thereafter reacquired by the Company pursuant to rights reserved by the Company
upon issuance thereof.
5. Awards: Awards will consist of Common Stock transferred to Participants
(a) as a bonus for service rendered by employees (including officers) to the
Company or (b) as payment of fee for services rendered by directors, without
other payment therefor, based upon the fair market value of the Common Stock at
the time of the Award. Certificates evidencing such shares shall be issued in
the sole name of the Participant and held by the Company in Escrow until any
restrictions to which they are subject shall lapse.
6. Adjustment Provisions: If the Company shall at any time change the
number of issued shares of Common Stock without new consideration to the Company
(by stock dividends, stock splits, or similar transactions), the total number of
shares reserved for issuance under the Plan and the number of shares covered by
each outstanding Award shall be adjusted so that the value of each such Award
shall not be changed. Awards may also contain provisions for their continuation
or for other equitable adjustments after changes in the Common Stock resulting
from reorganization, sale, merger, consolidation or similar occurrences.
Notwithstanding the above, if such adjustment results in the total number of
shares reserved for issuance which is greater than the number of Class A Common
Stock treasury shares then issued, the total number of shares reserved for
issuance shall not exceed the then issued Class A Common Stock treasury shares.
7. Nontransferability: Each Award granted under the Plan to a Participant
shall not be transferable by him otherwise than by will or the laws of descent
and distribution. In the event of the death of a Participant during employment
or prior to the termination of any Award held by him hereunder, each Award
theretofore granted to him shall be payable to the extent provided therein but
not later than one year after this death (and not beyond the stated duration of
the Award). Any such payment shall be made only:
(a) To the executor or administrator of the estate of the deceased
Participant or the person or persons to whom the deceased Participant's
rights under the Award shall pass by will or the laws of descent and
distribution; and
(b) To the extent, if any, that the deceased Participant was entitled
at the date of his death.
B-1
8. Other Provisions: Any Award under the Plan may also be subject to such
other provision (whether or not applicable to the Award to any other
Participant) as the Board determines appropriate, including without limitation,
provisions for the forfeiture of and restrictions on the sale, resale or other
disposition of shares acquired under any Award, provisions giving the Company
the right to repurchase shares acquired under any Award, provisions to comply
with federal and state securities or tax laws, or understandings or conditions
as to the Participant's employment in addition to those specifically provided
for under the Plan.
9. Tenure: A Participant's right, if any, to continue to serve the Company
and its subsidiaries as an officer, director, employee or otherwise, shall not
be enlarged or otherwise affected by his designation as a Participant under the
Plan.
10. Duration, Amendment, and Termination: No Award shall be granted more
than five (5) years after the date of adoption of this Plan; provided, however,
that the terms and conditions applicable to any Award granted within such period
may thereafter be amended or modified by mutual agreement between the Company
and the Participant or such other persons as may then have an interest therein.
Also, by mutual agreement between the Company and a Participant, or under any
future plan of the Company, Awards may be granted to such Participant in
substitution and exchange for, and in cancellation of, any Awards previously
granted such Participant under this Plan, or any benefit previously or
thereafter granted to him under any future plan of the Company. The Board may
amend the Plan from time to time or terminate the Plan at any time. However, no
action authorized by this paragraph shall reduce the amount of any existing
Award or change the terms and conditions thereof without the Participant's
consent.
ADOPTED BY THE BOARD OF DIRECTORS OF ECOLOGY AND ENVIRONMENT, INC. EFFECTIVE
OCTOBER 16, 2003.
B-2
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 Gerhard J. Neumaier 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 below, all the shares of
Class A Common Stock of Ecology and Environment, Inc. (the "Company") held of
record by either of the undersigned on December 1, 2003 at the Annual Meeting of
Shareholders to be held on January 15, 2004, or any adjournments thereof.
-
1. ELECTION OF CLASS A DIRECTORS |_| FOR all nominees listed
below (except as marked
to the contrary below)
-
|_| WITHHOLD AUTHORITY to
vote for all nominees
listed below.
Ross M. Cellino Thomas Butler
(INSTRUCTION: To withhold authority to vote for any individual nominee's name,
write that nominee's name in the space provided below.)
--------------------------------------------------------------------------------
2. The appointment of PricewaterhouseCoopers LLP as independent
accountants.
- - -
FOR |_| AGAINST |_| ABSTAIN |_|
3. The adoption of the Ecology and Environment, Inc. 2003 Stock
Award Plan.
- - -
FOR |_| AGAINST |_| ABSTAIN |_|
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 PROPOSALS 1, 2, AND 3.
4. In their discretion, the proxies are hereby authorized to vote on such other
matters as may properly come before the meeting.
-2-
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name for and by its President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: , 20
---------------- ---
---------------------------
Signature
----------------------------
Signature if held jointly
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
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 RELIANCE TRUST COMPANY IN CONJUNCTION
WITH A PROXY SOLICITATION BY THE BOARD OF DIRECTORS OF ECOLOGY AND ENVIRONMENT,
INC.
The undersigned hereby instructs Reliance Trust Company, 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 January 15, 2004, or
any adjournments thereof.
* AMERICAN STOCK TRANSFER AND TRUST COMPANY WILL TALLY THE VOTES.
Reliance Trust Company will vote the shares represented by this Voting
Instruction Form if it is properly completed, signed, and received by Reliance
Trust Company before 5:00 p.m. EST on January 14, 2004. Please note that if this
Voting Instruction Form is not properly completed and signed, or it is not
received by Reliance Trust Company, 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.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
O FOLD AND DETACH HERE O
-2-
-
1. ELECTION OF CLASS A DIRECTORS |_| FOR all nominees listed
to the right (except as
marked to the contrary)
-
|_| WITHHOLD AUTHORITY to vote
for all nominees listed
to the right.
Nominees: Ross M. Cellino
Thomas Butler
(INSTRUCTION: To withhold authority to vote for any individual
nominee's name, write that nominee's name in the space provided
below.)
--------------------------------------------------------------------------------
2. The appointment of PricewaterhouseCoopers LLP as independent
accountants.
- - -
FOR |_| AGAINST |_| ABSTAIN |_|
3. The adoption of the Ecology and Environment, Inc. 2003 Stock
Award Plan.
- - -
FOR |_| AGAINST |_| ABSTAIN |_|
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 PROPOSALS 1, 2, AND 3.
4. In their discretion, the proxies are hereby authorized to vote on such other
matters as may properly come before the meeting.
-3-
Dated: , 20
--------------- ----
---------------------------
Signature
----------------------------
Signature if held jointly
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name for and by its President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
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 Gerhard J. Neumaier 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 below, all the shares of
Class B Common Stock of Ecology and Environment, Inc. held of record by either
of the undersigned on December 1, 2003, at the Annual Meeting of Shareholders to
be held on January 15, 2004, or any adjournments thereof.
-
1. ELECTION OF CLASS B DIRECTORS |_| FOR all nominees listed
below (except as marked
to the contrary below)
-
|_| WITHHOLD AUTHORITY to vote
for all nominees listed below.
Gerhard J. Neumaier Frank B. Silvestro Gerald A. Strobel
Ronald L. Frank Gerard A. Gallagher, Jr. Harvey J. Gross
(INSTRUCTION: To withhold authority to vote for any individual
nominee's name, write that nominee's name in the space provided
below.)
--------------------------------------------------------------------------------
2. The appointment of PricewaterhouseCoopers LLP as independent
accountants.
- - -
FOR |_| AGAINST |_| ABSTAIN |_|
3. The adoption of the Ecology and Environment, Inc. 2003 Stock
Award Plan.
- - -
FOR |_| AGAINST |_| ABSTAIN |_|
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 PROPOSALS 1, 2, AND 3.
4. In their discretion, the proxies are hereby authorized to vote on such other
matters as may properly come before the meeting.
-2-
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by its President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: , 20
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Signature
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Signature if held jointly
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.