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EEI > SEC Filings for EEI > Form 8-K on 21-Jan-2014All Recent SEC Filings

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Form 8-K for ECOLOGY & ENVIRONMENT INC


21-Jan-2014

Change in Directors or Principal Officers, Submission of Matters to a V


Item 5.02 Departure of Directors or Certain Officers, Election of Directors,
Appointment of Certain Officers, Compensation Arrangements of Certain Officers

Ecology and Environment, Inc. (the "Company") announced that, following its Annual Meeting of Stockholders on January 16, 2013, its Board of Directors appointed Gerard A. Gallagher III as its President, replacing Kevin S. Neumaier whose employment with the Company terminated effective January 17, 2014. The Board of Directors also appointed Fred J. McKosky as its Chief Operating Officer. A copy of the Company's January 21, 2014 press release announcing these new appointments is furnished hereto as Exhibit 99.1.

Mr. Gallagher, age 56, has been employed by E & E for 33 years. He was previously named Vice President and Regional Manager for Southern U.S. Operations in 1999 and Senior Vice President, Sustainability in 2008. He has a B.A. in Physical Geography from the State University of New York College at Buffalo.

Mr. McKosky, age 59, has been employed by E & E for 35 years and is a licensed Professional Engineer in the State of New York. He has served as Senior Vice President and Director of Corporate Technical Operations since 2006. Mr. McKosky has a B.S. in Environmental Science and an M.S. in Environmental Engineering from Clarkson University.

Effective January 19, 2014, Mr. Gallagher's compensation is increased to $220,000 per year, and Mr. McKosky's compensation is increased to $192,500 per year.

Mr. Gallagher is the son of Gerard A. Gallagher, Jr., a Director of the Company.
Mr. McKosky has no familial relations with any executive officer or director of the Company.



Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on January 16, 2014. At the meeting, stockholders: (a) elected two (2) Class A nominees and five (5) Class B nominees for election as Directors of the Company and (b) through two (2) advisory votes: (i) approved the compensation paid to the Company's Named Executives and (ii) determined the preferred frequency with which the Company is to hold a stockholder vote to approve the compensation of the Named Executive Officers which is every year. Set forth below are the names of the nominees for election as Director of the Company, and the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes and the results of the two advisory votes.

Class A Nominee Votes For Votes Withheld Broker Non-Votes
Ross M. Cellino 1,046,975    329,210           -0-
Timothy Butler  1,226,041    110,144           -0-



Class B Nominee          Votes For Votes Withheld
Frank B. Silvestro        964,877     490,519
Gerald A. Strobel        1,455,273      123
Ronald L. Frank          1,455,273      123
Gerard A. Gallagher, Jr. 1,455,273      123
Michael C. Gross         1,455,273      123



Advisory Vote
Compensation           For            Against          Abstain      Broker Non-Votes
Class A Common      109,846.1         26,423.2         1,348.9            -0-
Stock (@1/10
vote per share)
Class B Common      1,339,275          1,243           114,878            -0-
Stock (@ 1 vote
per share)




Advisory Vote
Frequency of
Compensation      1 Year        2 Years       3 Years    Broker Non-Votes    Abstain
Vote
Class A Common   117,261.0      3,553.7       5,301.9          -0-          11,501.7
Stock (@1/10
vote per
share)
Class B Common    607,073       72,088        582,751          -0-           193,484
Stock (@1 vote
per share)

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