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

FORM 8-K/A

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

November 20, 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 incorporation or organization)

(IRS Employer Identification 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 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

In a Current Report on Form 8-K filed by Ecology and Environment Inc. (“E&E” or the “Company”) on November 20, 2019 (the “Original Report”), the Company reported the voting results of a special meeting of its stockholders held on November 20, 2019. This Current Report on Form 8-K/A amends the Original Report solely to amend an immaterial, typographical error in the results table of the Adjournment Proposal (as defined below) under the heading “Shares Voted For” and in the row “Class B Common Stock (1 vote per share)”. This correction is immaterial and does not impact the outcome of the vote as previously disclosed in the Original Report. For the convenience of the reader, the complete Original Report, as amended hereby, is set forth below. The Original Report is not modified in any other respects.

On November 20, 2019, Ecology and Environment Inc., a New York corporation (“E&E” or the “Company”), held a special meeting of the Company’s stockholders (the “Special Meeting”).

The following matters were submitted to a vote of the Company’s stockholders at the Special Meeting: (i) a proposal to adopt the Agreement and Plan of Merger, dated as of August 28, 2019 (the “Merger Agreement”), by and among WSP Global Inc., a Canadian corporation, Everest Acquisition Corp., a New York corporation and indirect wholly owned subsidiary of WSP Global Inc. and the Company (the “Merger Agreement Proposal”); (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to E&E’s named executive officers that is based on or otherwise relates to the merger (the “Merger”) contemplated by the Merger Agreement (the “Compensation Proposal”); and (iii) a proposal to approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”). These proposals are described in more detail in the definitive proxy statement filed by E&E on October 8, 2019.  The number of shares of Class A common stock, $0.01 par value per share, of E&E (the “Class A Common Stock”) outstanding and eligible to vote as of the record date for the Special Meeting, October 4, 2019 (the “Record Date”), was 3,138,323, and the number of shares of Class B common stock, $0.01 par value per share, of E&E (the “Class B Common Stock” and, together with the Class A Common Stock, the “E&E Common Stock”) outstanding and eligible to vote as of the Record Date was 1,191,678. A total of 3,335,490 shares of E&E Common Stock (77%) were represented at the Special Meeting in person or by proxy, constituting a quorum to conduct business.
 
Each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting was approved by the requisite vote of the Company’s stockholders. The final voting results were as follows:


1.
The Merger Agreement Proposal:

Adoption of the Merger Agreement
Shares Voted For
Shares Voted Against
Abstentions
Broker Non-Votes
Class A Common Stock (1/10 vote per share)
2,148,192
5,819
2,884
0
Class B Common Stock (1 vote per share)
1,178,407
0
0
0


2.
The Compensation Proposal:

Advisory Vote to Approve Executive Compensation
Shares Voted For
Shares Voted Against
Abstentions
Broker Non-Votes
Class A Common Stock (1/10 vote per share)
2,070,689
45,239
40,965
0
Class B Common Stock (1 vote per share)
1,178,407
0
0
0


3.
The Adjournment Proposal:

Adjournment of the Special Meeting
Shares Voted For
Shares Voted Against
Abstentions
Broker Non-Votes
Class A Common Stock (1/10 vote per share)
2,122,944
25,354
8,597
0
Class B Common Stock (1 vote per share)
1,177,660
0
747
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/Peter F. Sorci


Peter F. Sorci, Acting Chief Financial Officer


Dated: December 4, 2019



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