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

SCHEDULE 14A
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ENGlobal Corporation
(Name of the Registrant as specified in its Charter)

(Name of Person(s) Filing proxy statement, if other than the Registrant)
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654 N. Sam Houston Parkway E., Suite 400
Houston, Texas 77060-5914

NOTICE OF ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS
AND PROXY STATEMENT

April 29, 2011May 6, 2014

Dear Stockholder:Shareholder:

I am pleased to invite you to the Annual Meeting of StockholdersShareholders of ENGlobal Corporation (“ENGlobal”). The meeting will be held at the Crowne Plaza Houston North Greenspoint, 425our headquarters located at 654 N. Sam Houston Parkway E,E., Suite 400, Houston, Texas 77060, on Thursday, June 16, 201119, 2014 at 10:00 a.m., local time.

At the meeting, you and the other stockholders will be asked to vote on the following:time, to:

●  ·the election of fiveElect four directors to the Board of Directors of ENGlobal;
●  ·the ratification ofRatify the appointment of Hein & Associates LLP as the independent auditors of ENGlobal for fiscal year 2011;2014; and
●  ·anyTransact such other business whichas may properly comescome before the meeting or at any adjournment or postponement thereof.

This year weWe are furnishing proxy materials to our stockholdersshareholders over the Internet. You may read, print and download our proxy statement and annual report at http://www.proxyvote.com.www.proxyvote.com.  On or about May 6, 2011,2014, we will mail our stockholdersshareholders a notice containing instructions on how to access our proxy materials and vote online.  The notice also provides instructions on how you can request proxy materials to be sent to you by mail or email and how you can enroll to receive proxy materials by mail or email for future meetings.

Only stockholdersshareholders of record at the close of business on April 18, 201121, 2014, are entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. Each share entitles the holder to one vote. You can vote over the Internet at http://www.proxyvote.com or by casting a ballot at the meeting. You may also vote by telephone by following the instructions found on the Internet site. If you request to receive proxy materials by mail or email, you may vote by any of the above methods or by mailing a proxy card. For specific voting information, see “General Information” beginning on page 1 of the enclosed proxy statement. Please submit a proxy or voting instructions in advance of the meeting even if you plan to attend the meeting.  Submitting a proxy or voting instructions will not prevent you from attending the meeting in person, if you so desire, but will help ENGlobal ensure a quorum and reduce the expense of additional proxy solicitation.

Attendance is limited to stockholdersshareholders of ENGlobal, their proxy holders and our guests. StockholdersShareholders holding stock in brokerage accounts must bring a brokerage statement or other evidence of share ownership as of April 18, 201121, 2014, in order to be admitted to the meeting.
 
 Sincerely,
 
  
William A. Coskey, P.E.
Chairman of the Board

 
 
 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS AND PROXY STATEMENT

Time and Date10:00 a.m., local time, on Thursday, June 16, 201119, 2014
Place
Crowne Plaza Houston North Greenspoint
425654 N. Sam Houston Parkway E., Suite 400
Houston, Texas 77060
Items of Business
(1)To elect five Directorsfour directors to the Board of Directors of ENGlobal;
(2)To ratify the appointment of Hein & Associates LLP as the independent auditors of ENGlobal for fiscal year 2011;2014; and
(3)
(3)To considertransact such other business as may properly come before the meeting.meeting or any adjournment thereof.
Except with respect to the procedural matters incident to the conduct of the Annual Meeting, we are not aware of any other business to be brought before the Annual Meeting.
Adjournments and
Postponements
Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
Record DateYou are entitled to notice of, and to vote at, the Annual Meeting only if you were an ENGlobal stockholdershareholder as of the close of business on April 18, 2011.21, 2014.
Meeting Admission
You are entitled to attend the Annual Meeting only if you were an ENGlobal stockholdershareholder as of the close of business on April 18, 201121, 2014, or hold a valid proxy for the Annual Meeting.  You should be prepared to present photo identification for admittance.  If you are not a stockholdershareholder of record but hold shares through a broker or nominee (i.e., in street name), you should provide proof of beneficial ownership as of the record date, such as your most recent account statement prior to April 18, 2011,21, 2014, a copy of the voting instruction card provided by your bank or brokerage firm, or other similar evidence of ownership.  If you do not provide photo identification or comply with the other procedures outlined above upon request, you will not be admitted to the Annual Meeting.
 
The Annual Meeting will begin promptly at 10:00 a.m., local time.  Check-in will begin at 9:00 a.m., local time, and you should allow ample time for the check-in procedures.
Voting
Your vote is very important.  Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying Proxy Statementproxy statement and vote as soon as possible.  This will not only ensure the presence of a quorum at the Annual Meeting but also that your shares are voted in accordance with your wishes.  You will be able to vote either via the Internet, by telephone or by mailing a completed proxy card as an alternative to voting in person at the meeting.  For detailed information regarding voting,, please refer to the section entitled “Questions and Answers – How Do I Vote?”General Information” on page 41 of this Proxy Statementproxy statement and the instructions on the proxy or voting instruction card.
 
 By Order of the Board of Directors,
 
 Natalie S.  Hairston
Chief Governance Officer
Tami Walker
General Counsel and Corporate Secretary

This notice of Annual Meeting and Proxy Statement and form of proxy
are first being distributed to stockholders on or about April 29, 2011.

 
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20112014 ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS
PROXY STATEMENT


TABLE OF CONTENTS
 
 Page
GENERAL INFORMATION 1
CORPORATE GOVERNANCESMALLER REPORTING COMPANY 4
Our Governance Practices                                                                                                                            
CORPORATE GOVERNANCE AND BOARD MATTERS		4
The Board of Directors                                                                                                                            
4
Committees of the Board of Directors
56
Director Nominations                                                                                                                 ��          
7
Communications with the Board
8
ITEMS TO BE VOTED ON BY STOCKHOLDERS 9
Proposal One:  Election of Directors                                                                                                                            
PROPOSAL ONE: ELECTION OF DIRECTORS		9
Nominees                                                                                                                          
9
Recommendation of the Board
12
Named Executive Officers                                                                                                                            
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF HEIN & ASSOCIATES LLP FOR FISCAL YEAR 2014		12
Proposal Two:  Approval of the Ratification of Independent Auditors
14
Recommendation of the Board
1413
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT14
Directors and Executive Officers                                                                                                                            
14
   Appointment of New Chief Executive Officer 14 
   Past Named Executive Officers14 
Principal Stockholders                                                                                                                            
1513
Section 16(a) Beneficial Ownership Reporting Compliance
1514
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS15
EXECUTIVE OFFICERS 15
EXECUTIVE COMPENSATION TABLES16
Compensation Discussion and Analysis                                                                                                                            
16
Compensation Committee Report                                                                                                                            
22
Executive Compensation Tables                                                                                                                            
23
Review of and Conclusion Regarding all Components of Executive Compensation
27
DIRECTOR COMPENSATION2719
AUDIT MATTERS28
Report of the Audit Committee                                                                                                                            
2820
Principal Auditor Fees
3021
OTHER MATTERS3122
STOCKHOLDERSHAREHOLDER PROPOSALS FOR 2012                                                                                                                              20153123
ANNUAL REPORT TO STOCKHOLDERS                                                                                                                              SHAREHOLDERS3223
APPROVAL OF THE BOARD OF DIRECTORS3223


You may receive a copy of our Annual Report on Form 10-K and other information at no charge upon request directed to:
Tami Walker
General Counsel and Corporate Secretary
654 N. Sam Houston Parkway E., Suite 400
Houston, Texas 77060-5914
Telephone 281-878-1000
 
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GENERAL INFORMATION

We are providing these proxy materials to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of ENGlobal Corporation (“ENGlobal”) for the 20112014 Annual Meeting of StockholdersShareholders (the “Meeting”) and for any adjournment or postponement of the Meeting. In this Proxy Statement,proxy statement, we refer to ENGlobal as the “Company,” “we,” “our”“our,” or “us.”

We are making these proxy materials available to you on the Internet. On or about May 6, 2011,2014, we will mail a notice to our stockholdersshareholders containing instructions on how to access the proxy materials at http://www.proxyvote.com and vote online. In addition, stockholdersshareholders may request proxy materials to be sent to them by mail or email.

Who is soliciting my proxy?

We the Board of Directors of ENGlobal (the “Board”), are making these proxy materials available to you in connection with our solicitation of proxies for use at the Meeting.  Specified directors, officers, and employees of ENGlobal may also solicit proxies on our behalf, without additional compensation, by mail, phone,telephone, fax, or in person.

Who is paying for this solicitation?

ENGlobal will pay for the solicitation of proxies, including the cost of preparing and assembling these proxy materials, making these proxy materials available on the Internet, mailing notices to our stockholders,shareholders, and mailing these proxy materials to our stockholders onshareholders upon request.  We have retained and paypaid a fee to Broadridge Financial Solutions, Inc. to assist us in making our proxy materials available on the Internet and tabulating our proxies, but we pay no separate compensation solely for the solicitation of proxies.

What is the purpose of the Meeting?

At the Meeting, stockholdersshareholders will be asked to (1) elect directors and (2) ratify the appointment of Hein & Associates LLP as the independent auditors of ENGlobal for fiscal year 2011.2014.

Who is entitled to vote at the Meeting?

Only stockholdersshareholders of record at the close of business on April 18, 2011,21, 2014, the record date for the Meeting, are entitled to receive notice of and to vote at the Meeting. If you were a stockholdershareholder of record on that date, you are entitled to vote all of the shares you held on that date at the Meeting, or any postponements or adjournments of the Meeting.

If your shares are registered directly in your name, you are the holder of record of these shares, and we will send the notice and online access and voting instructions directly to you.  If you hold your shares in a brokerage account or through a bank or other holder of record, you hold the shares in “street name,” and your broker, bank or other holder of record will send voting instructions to you.

How many votes do I have?

You have one vote at the Meeting, or any postponements or adjournments of the Meeting, for each share of our Common Stockcommon stock you owned as of the record ate.  Stockholdersdate.  Shareholders do not have cumulative voting rights.
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How do I vote?

You may submit a proxy or voting instructions over the Internet at http://www.proxyvote.com by following the instructions provided in the notice mailed to you or by voting in person at the Meeting.  You may also submit a proxy or voting instructions by telephone by following the instructions found on the Internet site.website, http://www.proxyvote.com.  If you request proxy materials by mail or email, you
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may submit a proxy or voting instructions by any of the above methods or by completing and mailing a proxy card.

If you hold your shares in street name, you have the right to direct your broker, bank or other holder of record how to vote by following the instructions sent to you by the holder of record. If you desire to vote in person at the Meeting, as a holder in street name, you must provide a legal proxy from your bank, broker or other holder of record.

May I revoke my proxy or change my voting instructions?

Yes, you may revoke your proxy or change your voting instructions by (a) voting in person at the Meeting, (b) casting a vote over the Internet or by telephone at a later date or (c) sending a written notice of revocation to our Corporate Secretary by mail to ENGlobal Corporation, 654 N. Sam Houston Parkway E., Suite 400, Houston, Texas 77060-5914 or by facsimile at (281) 878-1011; provided, that, with regard to (b) and (c), the Company receives such change prior to the Meeting. If you request proxy materials by mail or email, you may also change your proxy by mailing a proxy card with a later date, provided that the Company receives the later dated proxy card prior to the Meeting. If you submit a new proxy, only your later dated proxy (whether cast by Internet, telephone, mail or in person) will be counted.

What are the Board’s recommendations?

The Board’s recommendations are set forth together with the description of each item in this Proxy Statement.proxy statement. The Board recommends a vote FOR the election of fivefour directors to our Board to serve until the next annual meeting of stockholdersshareholders and FOR the ratification of the appointment of Hein & Associates LLP as the independent auditors of ENGlobal for fiscal year 2011.2014.

If any other matter properly comes before the Meeting, with regard to any proxies submitted by stockholders,shareholders, William A. Coskey, P.E. and Edward L. PaganoMark A. Hess, the persons appointed on the proxy card, will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

How many votes must be present to hold the Meeting?

We will have a quorum, and will be able to conduct the business of the Meeting, if the holders of a majority of shares of Common Stockour common stock outstanding and entitled to vote are represented in person or by proxy at the Meeting. As of the record date, 27,294,85227,649,361 shares of Common Stock,our common stock, representing the same number of votes, were outstanding. Thus, the presence in person or by proxy of the record holders of at least 13,647,42713,824,681 shares of Common Stockour common stock will be required to establish a quorum. StockholdersShareholders of record who are present at the Meeting in person or by proxy and who abstain from voting, including brokers holding customers’ shares of record who cause abstentions to be recorded at the Meeting, will be included in the number of stockholdersshareholders present at the Meeting for purposes of determining whether a quorum is present.

What vote is required to approve each item?

The election of directors is decided by a plurality of the votes cast.  For this purpose, “plurality” means that the individuals receiving the largest number of affirmative votes, whether or not they receive a majority of the votes, are elected as directors, up to the maximum number of directors to be chosen at the election.  A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with regard to the director or directorsdirector indicated, although it will be counted for purposes of determining whether there is a quorum.
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With regard to each other item voted on at the Meeting, including the ratification of the appointment of Hein & Associates LLP as the independent auditors of ENGlobal for fiscal year 2011, the affirmative vote of the holders of a majority of the votes cast in person or by proxy and entitled to vote on the item will be required for approval.  A properly executed proxy marked “Abstain”“ABSTAIN” with respect to any such matter will not be
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voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote.

For shares held in “street name” through a broker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon.  Under the rules that govern brokers who are voting with respect to shares that are held in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. The election of directors is not considered a routine matter.  Thus, if stockholdersshareholders do not give their broker or nominee specific instructions, their shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval.  Shares represented by such “broker non-votes” will, however, be counted in determining whether there is a quorum.

What if I do not mark a voting choice for some of the matters listed on my proxy card?

If you request proxy materials by mail or email and send a proxy card without specifying a vote or an abstention, your shares will be voted “FOR”: (1) the director nominees listed on the proxy card and in this Proxy Statement,proxy statement and for(2) the ratification of the appointment of Hein & Associates LLP as the independent auditors of ENGlobal for fiscal year 2011.2014.

Could other matters be decided at the Meeting?

We do not know of any matters that will be considered at the Meeting other than the items set forth in this Proxy Statement.proxy statement. If other matters are properly raised at the Meeting, your proxy authorizes the Proxy Holdersproxy holders to vote as they think best, unless authority to do so is withheld by you in your proxy.

What happens if the Meeting is postponed or adjourned?

Pursuant to Nevada law, the Meeting may be adjourned by the chairman of the Meeting to reconvene at the same or some other place. If the Meetingadjournment is postponedfor more than 60 days, or if after the adjournment a new record date is fixed for the adjourned your proxy will stillmeeting, notice of the adjournment shall be good and may be votedgiven to each shareholder of record entitled to vote at the postponed or adjourned meeting. YouMeeting.  If the adjournment is for less than 60 days, no additional notice will still be able to change or revoke your proxy until it is voteddelivered.

Who will count the votes?
We will appoint an inspector of the election who will count the votes at the Meeting.

What does it mean if I receive more than one proxy card?
Your shares are probably registered in more than one account.  You should vote each proxy card you receive.  We encourage you to consolidate all your accounts by registering them in the same name, social security number and address.  This can be accomplished by contacting your stock broker. Additionally, our transfer agent, Computershare Trust Company, N.A., can assist you if you want to consolidate multiple accounts registered in your name by contacting our transfer agent at P.O. Box 30170, College Station, TX 77842-3170, telephone: (781) 575-4238.

How do I get copies of the exhibits filed with ENGlobal’s Form 10-K?

We are furnishing our annual report to our stockholdersshareholders over the Internet.  You may read, print and download our annual report at http://www.proxyvote.com.www.proxyvote.com.  You may request the annual report be sent to you by mail or email by following the instructions on the noticeNotice of Internet availabilityAvailability to be mailed to you on or about May 6, 2011.2014.  ENGlobal will provide to any stockholdershareholder as of the record date, who so specifically requests in writing, copies of the exhibits filed with ENGlobal’s Annual Report on Form 10-K for a reasonable fee. Requests for such copies should be directed to Corporate Secretary, ENGlobal Corporation, 654 N. Sam Houston Parkway E., Suite 400, Houston, Texas 77060-5914. The annual reportAnnual Report on Form 10-K may also be read, downloaded and printed at www.englobal.comwww.englobal.com.  In. In

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addition, copies of all exhibits filed electronically by ENGlobal may be reviewed and printed from the SEC’s website of the Securities and Exchange Commission (the “SEC”) at: www.sec.gov.www.sec.gov.


 
3Where can I find the voting results of the Meeting?

CORPORATE GOVERNANCE

The following section summarizes information about our corporate governance policies, our Boardpreliminary voting results will be announced at the Meeting.  The final results will be published in a current report on Form 8-K to be filed within four business days after the Meeting.
Who can help answer my questions?
If you have any questions or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact Tami Walker, General Counsel and its committees and the director nomination process.

Our Governance Practices

Corporate Governance Guidelines

           We believe that good corporate governance helps to ensure that the Company is managed for the long-term benefit of our stockholders. During the past year, we continued to review our corporate governance policies and practices, the corporate governance rules and regulations of the SEC, and the rules of the NASDAQ Stock Market (“NASDAQ”).

In 2010, we reviewed our Audit Committee, Compensation Committee, Nominating & Corporate Governance Committee Charters, Corporate Code of Conduct, and other policies and procedures required by applicable law or stock exchange listing standards. You can access and print these documents from the “Investor Relations” section of our websiteSecretary, atwww.englobal.com or you can request copies at no cost by writing us at ENGlobal Corporation, 654 N. Sam Houston Parkway E., Suite 400, Houston, TXTexas 77060-5914, Attention: Investor Relations.telephone 281-878-1000.

Corporate Code of ConductSMALLER REPORTING COMPANY

The SEC has adopted rules allowing smaller reporting companies to tailor their disclosure to reduce costs. Because the Company qualifies as a “smaller reporting company” under the SEC rules, the Company has adoptedelected to prepare this proxy statement and other annual and periodic reports as a Corporate Code of Conduct that applies to all“Smaller Reporting Company” consistent with rules of the Company’s directors, officersSEC. Under the scaled disclosure obligations, the Company is not required to provide, among other things, Compensation Discussion and employees in accordance with NASDAQ rules. The purposeAnalysis and role of this code iscertain other tabular and narrative disclosures relating to focus our officers, directors, and employees on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, provide mechanisms to report unethical or unlawful conduct, and help enhance and formalize our culture of integrity, honesty and accountability. We have posted our Code of Conduct on the “Investor Relations” section of our website at www.englobal.com.executive compensation.

The Company also has a Code of Ethics applicable to the Chief Executive Officer and certain senior financial officers of the Company that complies with Item 406 of Regulation S-K of the Exchange Act and with applicable NASDAQ rules.  We have posted our Code of Conduct on the “Investor Relations” section of our website at www.englobal.com.
CORPORATE GOVERNANCE AND BOARD MATTERS

The Board of Directors

Board Size; Meetings of the Board

Our Board currently has five members (its authorized size).four members.  During 2010,2013, the Board met 1410 times and each director attended at least 75% of the meetings.  For information regarding meetings of the committees of ourOur three independent directors serve on three Board see “Committees of the Board of Directors—Committee Compositioncommittees: Audit, Compensation, and Meetings” below.Nominating & Corporate Governance.

Executive Sessions; Lead DirectorSessions

In 2010,2013, the CompanyBoard held ninesix executive sessions of its non-employee directors, Messrs.David W. Gent, P.E., Randall B. Hale, and David C. Roussel. Any non-employee director can request that an executive session be scheduled.

Board Leadership Structure

The Company is committed to strong, independent board leadership and governance, including the flexibility to select and revise its leadership structure on the basis of the best interests of the Company and its shareholders at any given point in time. The Board evaluates this structure in connection with the annual appointments to the positions of Chairman of the Board (“Chairman”) and Chief Executive Officer (“CEO”).  We do not have a written policy with respect to separation of the roles of Chairman and CEO; however, the Board believes that it is currently in the best interests of the Company and its shareholders to combine the Chairman and CEO roles and to appoint a Lead Independent Director annually.  In this way, the Company’s shareholders have the benefit of Board leadership by Mr. Coskey, an executive with extensive day-to-day knowledge of the Company’s operations, strategic plan execution and future needs, as well as a Lead Independent Director who provides Board member leadership.

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Lead Independent Director

Mr. David W. Gent has served as the Company’s lead independent director since 2002, and was re-elected by the Board to this role in 2011.2014.  The Lead Independent Director position responsibilities currently include chairmanship of the Nominating & Corporate Governance Committee; Chair of the Board meetings at which the Chairman is not in attendance; liaison between the Chairman and the independent directors, which includes facilitating communications and assisting in the resolution of conflicts, if any, between the independent directors and the Company’s management; providing counsel to the Chairman and CEO, including provision of appropriate feedback regarding effectiveness of Board meetings, and otherwise as needed or requested; and such other responsibilities as the Board delegates.  In performing these responsibilities, the Lead Independent Director is expected to consult with the chairpersons of other Board committees as appropriate and solicit their participation in order to avoid the appearance of diluting the authority or responsibility of the Board committees and their chairpersons.
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Board and Committees’ Role in Risk Oversight

The Board is responsible for oversight of us and our business, including risk management. Together with the Board’s standing committees, the Board is responsible for ensuring that material risks are identified and managed appropriately. The Board and its committees regularly review material strategic, operational, financial, compensation and compliance risks with our senior management. The Audit Committee of the Board has oversight responsibility for financial risk (such as accounting, finance, internal controls and tax strategy), and also oversees compliance with applicable laws and regulations. The Compensation Committee and the Board each discuss the relationship between our compensation policies and corporate risk to assess whether these policies encourage excessive risk-taking by executives and other employees.  The Nominating & Corporate Governance Committee of the Board oversees compliance with our corporate governance principles. During its regular course of its activities, our Audit Committee discusses our policies with respect to risk assessment and risk management. Each of the committees report to the Board regarding the areas of risk they oversee.

Director Independence

The Board has determined that no non-employee director has a relationship which, in the opinion of the Board, would interfere with the exercise of his independent judgment in carrying out the responsibilities of a director, and that all current directors, except Mr. Coskey, meet the criteria for independence under NASDAQ rules. The Board has also determined that the members of each of its committees, including the Audit Committee, meet the criteria for membership applicable to each committee under the NASDAQ listing standards and applicable SEC rules and regulations.

Director Attendance at Annual Meetings

Although we do not have a formal policy regarding attendance by members of the Board at our annual meeting of shareholders, we encourage directors to attend.  All of our directors, except Mr.Messrs. Gent and Hale, attended the 20102013 annual meeting and we expect that all directors standing for reelection will attend the 2011 Meeting.

Board Evaluation Process2014 annual meeting.

The Nominating & Corporate Governance Committee conducts an annual evaluation to determine whether the Board, its committees and its members are functioning effectively. The evaluation focuses on the Board’s (and each Board committee’s and member’s) contribution as a whole to us and on areas that the Board, any Board committee, any individual director and/or management believe can be improved.

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Director Elections

Directors will be elected by a favorable vote of a plurality of the shares of common stock present, in person or by proxy, at the Meeting and entitled to vote.

Committees of the Board of Directors

Committee Composition and Meetings

Each of our directors attended at least 75% of the total meetings held by all Board committees on which they served in 2010.2013.

Committee Members #Number of Meetings in 2010
     
Audit Committee 
Randall B. Hale (Chairperson)
David W. Gent
David C. Roussel
 6
     
Compensation Committee 
David C. Roussel (Chairperson)
David W. Gent
Randall B. Hale
 75
     
Nominating & Corporate
Governance Committee
 
David W. Gent (Chairperson)
Randall B. Hale
David C. Roussel
 51

Summary of Committee Responsibilities

All of our committee charters are available under the “Investor Relations” section of our website at www.englobal.comwww.englobal.com..
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Audit Committee

The purposesduties and responsibilities of the Audit Committee are to oversee:

●  ·the quality and integrity of our financial statements;
●  ·our compliance with legal and regulatory requirements; and
●  ·our independent auditors’ qualifications, independence and performance.

In addition, the Audit Committee annually reviews our disclosures regarding deficiencies, if any, in the design or operation of our internal controls.

The Board has determined that Mr. Hale is qualified as an audit committee financial expert under the SEC’s rules and regulations. In addition, the Board has determined that each member of the Audit Committee has the requisite accounting and related financial management expertise under NASDAQ rules.

Nominating & Corporate Governance Committee

The purposesduties and responsibilities of the Nominating & Corporate Governance Committee are to:

●  ·assist the Board by identifying individuals qualified to become Board members and recommend to the Board director nominees for election at the annual meetings of stockholdersshareholders or for appointments to fill vacancies;
●  ·recommend to the Board director nominees for each Board committee and advise the Board on the appropriate composition of the Board and its committees;
●  ·make an annual report to the Board on succession planning;
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●  ·advise the Board about and recommend to the Board appropriate corporate governance practices and assist the Board in implementing those practices; and
●  ·implement the annual performance review process for the Board and its committees.

In addition, the Nominating & Corporate Governance Committee reviews all relationships each director has with us in connection with the nomination process and reports the results of its review to the Board with appropriate recommendations, if any, for approval.

Compensation Committee

The purposesduties and responsibilities of the Compensation Committee are to:

●  ·review, evaluate and approve our agreements, plans, policies and programs to compensate our officers and directors;
●  ·oversee our plans, policies and programs to compensate our employees;
●  ·review the Compensation Discussion and Analysis and, based on that review and discussion, determine whether to recommend to the Board that the Compensation Discussion and Analysis be included in our annual report or Proxy Statement for the Meeting;annual meeting of shareholders;
●  ·produce a report for inclusion in our Proxy Statement for the Meeting;annual meeting of shareholders;
●  ·evaluate the performance of our Chief Executive Officer and other executives;
●  ·set the compensation for our Chief Executive Officer and such other executives as the Compensation Committee deems appropriate and otherwise discharge the Board’s responsibilities relating to compensation of our officers and directors; and
●  ·encourage stock ownership by directors and executives, including through the use of equity compensation programs.
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The Compensation Committee has discretion to establish and delegate some or all of its authority to subcommittees. During 2010, the Compensation Committee did not establish or utilize a subcommittee for considering or determining executive or director compensation, and it has no current plans to do so. For information regarding the Compensation Committee’s role in setting compensation, see “Executive Compensation—Compensation Discussion and Analysis” and “Director Compensation.”  For information regarding the role of our executive officers in setting compensation, see “Executive Compensation—Compensation Discussion and Analysis.”

Compensation Committee InterlocksCode of Business Conduct and Insider ParticipationEthics

During 2010,The Company has adopted a Code of Business Conduct and Ethics that applies to all members of the Compensation Committee were independentCompany’s directors, officers and employees in accordance with NASDAQ rules. The purpose and role of this code is to focus our officers, directors, and no member isemployees on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, provide mechanisms to report unethical or wasunlawful conduct, and help enhance and formalize our employee. During 2010, noneculture of integrity, honesty and accountability. We have posted this Code of Business Conduct and Ethics on the “Investor Relations” section of our executives servedwebsite at www.englobal.com.

The Company also has a Code of Ethics applicable to the Chief Executive Officer and certain senior financial officers of the Company that complies with Item 406 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and with applicable NASDAQ rules.  We have posted this Code of Ethics on a compensation committee (or equivalent) or a boardthe “Investor Relations” section of directors of another entity that had an executive serving on our Compensation Committee or Board.website at www.englobal.com.

Director Nominations

Consideration of Director Nominees

StockholderShareholder Nominees

The Nominating & Corporate Governance Committee will carefully consider all qualified director candidates, whether such candidates are recommended by a stockholdershareholder or otherwise.  Any stockholdershareholder wishing to recommend a director candidate for the 20122015 Annual Meeting of StockholdersShareholders should submit

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his nomination before January 8, 20124, 2015 to ENGlobal Corporation, 654 N. Sam Houston Parkway E., Suite 400, Houston, TX 77060-5914, Attention: Corporate Secretary. Nominations should include the following information in order to facilitate the Nominating & Corporate Governance Committee’s review and consideration:

●  ·the name, telephone number and address of the recommending stockholder;shareholder;
●  ·the name, age, business address and residence of the director candidate;
●  ·the principal occupation or employment of the director candidate for the past five years;
●  ·a description of the director candidate’s qualifications to serve as a director, including financial expertise and why the candidate qualifies or does not qualify as “independent” under the NASDAQ listing standards;
●  ·the number of shares of the Company’s Common Stockcommon stock beneficially owned by the director candidate, if any;
●  ·a description of any arrangements or understandings between the recommending stockholdershareholder and the director candidate, if any, or any other person for whom the recommending stockholdershareholder is making the recommendation; and
●  ·whether or not the recommending stockholdershareholder and the director candidate consent to being named in the Company’s Proxy Statementproxy statement with respect to disclosures regarding the nomination process.

No candidate for election to our Board has been recommended within the preceding year by a beneficial owner of 5% or more of our Common Stock.common stock.
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Director Qualifications

The Nominating & Corporate Governance Committee establishes criteria for selecting new members of the Board. The Board as a whole should reflect a range of skills, knowledge and experience in areas of importance to the Company.  Directors must be committed to upholding the highest standards of personal and professional integrity and to representing the interests of all stockholders,shareholders, not particular stockholdershareholder constituencies.  The Nominating & Corporate Governance Committee places no specific restrictions on the number of terms directors may serve or other Boards on which a director may sit, but directors must possess sufficient time and energy to carry out their duties effectively. A majority of directors must be “independent” under the NASDAQ rules, and members of the Company’s audit committee must meet NASDAQ financial literacy and sophistication requirements.  In determining whether a director is independent, the Board will broadly consider all relevant facts and circumstances.

Identifying and Evaluating Nominees for Directors

The Nominating & Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director.  The Nominating & Corporate Governance Committee regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise.  If vacancies are anticipated, or otherwise arise, the Nominating & Corporate Governance Committee will consider various potential candidates for director. Candidates may come to the attention of the Nominating & Corporate Governance Committee through current Board members, stockholdersshareholders or other persons.  These candidates will be evaluated at regular or special meetings of the Nominating & Corporate Governance Committee, and may be considered at any point during the year. As described above, the Nominating & Corporate Governance Committee will consider properly submitted stockholdershareholder nominations for candidates for the Board.Board based on the same criteria.  Although not part of any formal policy, our goal is a balanced and diverse Board, with members whose skills, backgrounds and experiences are complimentary and, together, cover the spectrum of areas that impact our business.  As part of this evaluation and to further our commitment to diversity, the Nominating & Corporate

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Governance Committee assesses whether the nominees, as a group, collectively represent a diversity of views, backgrounds, and experiences that will enhance the Board’s and our effectiveness.
Communications with the Board

StockholdersShareholders may communicate with the Board, Board committees, Non-employee Directorsnon-employee directors as a group, and individual directors by submitting their communications in writing to ENGlobal Corporation, 654 N. Sam Houston Parkway E., Suite 400, Houston, TX 77060-5914, Attention: Corporate Secretary.  Any communication must contain:

●  ·a representation that the stockholdershareholder is a holder of record of our capital stock;
●  ·the name and address, as they appear on our books, of the stockholdershareholder sending the communication; and
●  ·the number of shares of our capital stock that are beneficially owned by such stockholder.shareholder.

ENGlobal’s Corporate Secretary will distribute such communications to the intended recipient upon receipt, unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication or to take appropriate legal action regarding the communication.


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ITEMS TO BE VOTED ON BY STOCKHOLDERS

PROPOSAL ONE:
ELECTION OF DIRECTORS

Nominees

The number of directors of the Company has been set at fivefour in connection with the Annual Meeting.  At the Annual Meeting, you and the other stockholdersshareholders will elect fivefour individuals to serve as directors until the next annual meeting of stockholders,shareholders, until their successors are duly elected or appointed or until their death, resignation, or removal. With the exception of Mr. Pagano, eachEach of the nominees is currently a member of the Board.  The Nominating & Corporate Governance Committee, which consists solely of directors that are independent within the meaning of the rules of the NASDAQ, recommended the nomination of the four directors to the Board.

The individuals named as proxies will vote proxies received for the election of all nominees, unless you direct them to withhold your votes. If any nominee becomes unable to serve as a Directordirector before the Annual Meeting, an event that is not presently anticipated, discretionary authority may be exercised by the persons named as proxies to vote for substitute nominees proposed by the Board.

There are no arrangements or understandings between ENGlobal and any person pursuant to which such person has been elected as Director.director.

The nominees for Director,director, each of whom has consented to serve, if elected, are as follows:

Name of Nominee:William A. Coskey, P.E.
Position:Chairman of the Board and Chief Executive Officer
Director Since:1985
Age:5861
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Present positions and offices with the Company, principal occupations and other directorships during the past five years and other directorships:years:

Mr. Coskey founded ENGlobal in 1985 and has served in various positions, including service as Chairman of the Board since June 2005.2005 and as President and Chief Executive Officer since August 2012.  From April 2007 until May 2010, he served as Chief Executive Officer.  Prior to that, he served as Chairman of the Board, Chief Executive Officer and President from 1985 until 2001;2001, Chief Operating Officer from 2001 to 2003;2003, and President from 2001 to June 2005.  Mr. Coskey, an honors graduate, received a Bachelor of Science in Electrical Engineering from Texas A&M University in 1975 and is a Registered Professional Engineer.  Mr. Coskey hasHe served on the Texas A&M University Electrical Engineering Department Advisory Council sincefrom 1999 to 2014, and from 2006 until 2014, he served as Chairman of the Council since 2006.Council.  Mr. Coskey received the 2014 Outstanding Alumni Honor Award from the Texas A&M University College of Engineering and was appointed to its Advisory Board in 2014.

Qualifications for Consideration:

The Board selected Mr. Coskey to serve as a director because it believes that, as the Founderfounder of ENGlobal, he provides a unique perspective to the Board.  He was responsible for ENGlobal’s initial public offering in 1994, listing on the American Stock Exchange in 1998, and listing on the NASDAQ Stock Market in 2007.  In June 2009, he was awarded the Ernst & Young Entrepreneur Of The Year® in the Energy Services category for the Houston & Gulf Coast Area.  While he stepped down as CEO in May 2010, Mr. Coskey remains an active Chairman of the Board and theThe Board believes hisMr. Coskey’s industry knowledge and business experiences give him invaluable insights into the Company’s challenges, opportunities and operations.


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Name of Nominee:Edward L. Pagano
Position:President and Chief Executive Officer
Director Since:n/a
Age:52
Present positions and offices with the Company, principal occupations during the past five years and other directorships:

Mr. Pagano has served as the Company’s President and Chief Executive Officer since May 2010.  He brings over 30 years experience in the engineering and consulting businesses. He served in various positions at WorleyParsons Group Inc. and a predecessor, Parsons E&C Corporation, including as President-Americas from October 2004 to August 2008.  Mr. Pagano joined WorleyParsons in 1998 and held the positions of Chief Financial Officer and Chief Operating Officer before being appointed President-Americas.  Prior to joining WorleyParsons, Mr. Pagano held various senior financial positions with The Shaw Group, Aker Kvaerner, URS, and Lurgi Corporation.  Most recently, from August 2008 to May 2010, he served as President-Americas at GL Industrial Service, a technical assurance and consulting firm to the energy industry.  Mr. Pagano received a B.S. in Accounting from Ramapo College and a M.B.A. in Accounting from Seton Hall University.

Qualifications for Consideration:

The Board selected Mr. Pagano to serve as a director because it believes he possesses valuable operational and financial expertise, including extensive experience in the engineering and construction sector.  In addition, the breadth of his experience within operations and finance gives him a unique perspective, which helps the Board understand both the technical and business challenges facing the Company.  He is equally valuable to Board discussions of the Company’s capital and liquidity needs.  As CEO, Mr. Pagano has been responsible management and executive leadership of the company and day-to-day operating activities, as well as ENGlobal’s strategic direction.

Name of Nominee:David W. Gent, P.E.
Position:Lead Independent Director
Director Since:1994
Age:5861
Present positions and offices with the Company, principal occupations and other directorships during the past five years and other directorships:years:

Mr. Gent has served as a Directordirector of ENGlobal since June 1994, is Chairman of the Nominating & Corporate Governance Committee and is a member of the Audit and Compensation Committees.  Mr. Gent has served as the Company’s Lead Independent Director since 2002. Since 1991,2011, Mr. Gent has served as the Chairman of SofTest Designs Corporation, an automation and test systems company that he founded in 1980.  From 1991 through 2011, Mr. Gent held various positions for Bray International, Inc., an industrial flow control manufacturer located in Houston, Texas.  Sincemanufacturer.  From 2005 to 2011, Mr. Gent has served as Senior Vice President of Bray International and iswas responsible for overseeing worldwide engineering, information services, and training. Mr. Gent, an honors graduate, received a Bachelor of Science in Electrical Engineering from Texas A&M University in 1975 and an MBA from Houston Baptist University. He is a Registered Professional Engineer and a senior member of the Instrument Society of America. Mr. Gent serves on the Texas A&M University Electrical Engineering Department Advisory Council chairs the Bray International, Inc. 401(k) committee and is the Bray representative on various industry councils including the Open DeviceNet Vendors Association and American Water Works Association.  He alsohe holds several patents in the field of industrial flow controls.


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Qualifications for Consideration:

The Board selected Mr. Gent to serve as a director, and as Lead Independent Director, because it believes he possesses valuable engineering expertise, including extensive experience managing multinational engineering, research and development, information technology, and manufacturing operations, including domestic and international operations obtained through start-ups and acquisition.  He provides the perspective of a leader who has faced and effectively dealt with economic and governance issues.  In addition, Mr. Gent offers a valuable perspective on global operations and strategy, which informs his judgment as a Board member.

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Name of Nominee:Randall B. Hale
Position:Independent Director
Director Since:2001
Age:4851
Present positions and offices with the Company, principal occupations and other directorships during the past five years and other directorships:years:

Mr. Hale has served as a Directordirector of ENGlobal since December 2001, and is Chairman of the Audit Committee and a member of the Compensation and Nominating and& Corporate Governance Committees.  Mr. Hale is the founder of Rock Hill Capital Group, LLC, an investment management firm, and serves as its Managing Director.  Mr. Hale is responsible for managing all aspects of the investment activities of the Fundfirm, including capital raising, deal sourcing and investment management of portfolio companies.  Prior to founding Rock Hill, he served as an Executive Vice President and a Director of Equus Capital Management Corporation, investment advisor to several private equity funds, from November 1992 to November 2002.  As a principal investment officer for Equus, Mr. Hale negotiated and executed multiple purchase and sale transactions involving public and private companies.  In conjunction with these transactions, he was directly responsible for identifying the investment opportunities, arranging the necessary capital to complete the transactions including senior and subordinated debt and equity, and serving in an oversight capacity until the ultimate divestiture of the investment.  Prior to joining Equus, in November 1992, Mr. Hale served in an audit, consulting and advisory capacity with a public accounting firm in Houston, Texas.  In September 2004, he co-founded ConGlobal Industries, Inc., a provider of intermodal services to the shipping industry, and currently servesserved as its Executive Chairman.Chairman until its sale in December 2013. ConGlobal was formed in September 2004 to facilitate the merger of Container-Care International, Inc., an intermodal services company, with Global Intermodal Systems, Inc.  Prior to the merger, Mr. Hale served as the President and Chief Executive Officer of Container-Care from February 2003 to September 2004.  Mr. Hale serves on several private company boards.  He is the past President and Director of the Houston Venture CapitalPrivate Equity Association and is an active member of the Association for Corporate Growth.  Mr. Hale received a BBA in Business Administration from Texas A&M University in 1985 and is a certified public accountant.

Qualifications for Consideration:

The Board selected Mr. Hale to serve as a director because it believes he possesses valuable financial expertise, including extensive experience with capital markets transactions and investments in both public and private companies.  Mr. Hale’s CPA background assists ENGlobal with financial and accounting issues and is invaluable to our Board’s discussions of the Company’s capital and liquidity needs.  ENGlobal also benefits from Mr. Hale’s entrepreneurial experience and his service as a director and chairman on several private company boards.

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Name of Nominee:David C. Roussel
Position:Independent Director
Director Since:2001
Age:6165
Present positions and offices with the Company, principal occupations and other directorships during the past five years and other directorships:years:

Mr. Roussel has served as a Director of the Company since December 2001, and is Chairman of the Compensation Committee and a member of the Audit and Nominating & Corporate Governance Committees. Mr. Roussel has worked for Jefferies Energy Investment Banking, a leading mergers and acquisitions advisor in the global oil and gas industry, or its predecessor companies since 2003 and serves as a Senior Vice President responsible for managing acquisition and divestiture projects on behalf of clients.  Jefferies Energy Investment Banking is a division of Jefferies & Company, Inc., a global investment bank and institutional securities firm.  Mr. Roussel received a Bachelor of Science degree in Mechanical Engineering from Iowa State University in 1971 and completed the Harvard Advanced Management Program in 1992.

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Qualifications for Consideration:

The Board selected Mr. Roussel to serve as a director because it believes he possesses valuable engineering experience, including a sound background aboutin the energy industry, business operations and business development practices.  Mr. Roussel’s experience in senior and general management roles helps the Board address the challenges the Company faces with respect to development of its growth strategy, mergers and acquisitions, and joint venture formation.  ENGlobal also benefits from Mr. Roussel’s ability to address diverse matters that come before the Board.

Vote Required

Directors are elected by a plurality, and the four nominees who receive the most “FOR” votes will be elected.  Abstentions and broker non-votes will not affect the outcome of the election.

Recommendation of the Board

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE The Board recommends that shareholders vote FOR EACH OF THE NOMINEES TO SERVE AS A DIRECTOR OF ENGLOBAL.

Named Executive Officers

Set forth below is a brief description of the business experience of each Named Executive Officer of ENGlobal Corporation, as defined in Item 402 of Regulation S-K (the “Named Executive Officers”), except Mr. Pagano, whose biography is listed above.

Named Executive Officer:Robert W. Raiford
Position:Chief Financial Officer and Treasurer
Age:65
Present positions and offices with the Company, principal occupations during the past five years:

Mr. Raiford has served as Chief Financial Officer and Treasurer of ENGlobal since December 2001.  Mr. Raiford joined Petrocon Engineering in 1979 and prior to joining ENGlobal, he served as Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Petrocon and as a director and Secretary of various Petrocon subsidiaries.  Mr. Raiford received an MBA in 1974 and a BBA in Business Management in 1968 from Lamar University.
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Named Executive Officer:Michael H. Lee
Position:Executive Vice President, Field Solutions
Age:54
Present positions and offices with the Company, principal occupations during the past five years:

Mr. Lee has served as Executive Vice President of ENGlobal’s Field Solutions segment since May 2006. In June 2010, he took over responsibility for the Company’s inspection group. From 1995 to the acquisition by ENGlobal, Mr. Lee served as President and Chief Executive Officer of WRC/Wilbanks Corporation. Prior to joining WRC in 1987, he was employed in the exploration and production industry as an independent Petroleum Landman. Mr. Lee attended college on an athletic scholarship and received a Bachelor of Science in Business Administration from the University of Northern Colorado in 1980. He is past Chairman of the International Right of Way Association’s Pipeline Committee and is an active member of the American Association of Professional Landmen.

Named Executive Officer:Rochelle D. Leedy, P.E.
Position:Senior Vice President, Business Development
Age:49
Present positions and offices with the Company, principal occupations during the past five years:

Ms. Leedy assumed the role of Senior Vice President - Business Development in June 2010 to lead ENGlobal’s business development efforts across each of the Company’s operating segments.  She servednominees to serve as the President of ENGlobal Systems, Inc. from November 2006 to June 2010 and as the President of ENGlobal Automation Group, Inc. from March 2005 to June 2010. Ms. Leedy has over 25 years of experience in the automation services industry, including the execution of instrumentation and automation projects for Honeywell in North and Latin America.  She is a registered Professional Engineer and received a Bachelor of Science in Chemical Engineering from Lamar University in 1984.director.

Named Executive Officer:Timothy P. Rennie, P.E.
Position:Executive Vice President, Engineering & Construction
Age:52
Present positions and offices with the Company, principal occupations during the past five years:

Mr. Rennie was appointed Executive Vice President of the Company’s Engineering & Construction segment in January 2011. He joined ENGlobal in September 2010 as Senior Vice President, Gulf Coast Operations (Engineering), with responsibility for both the Engineering & Construction operations and the In-Plant business. Prior to joining ENGlobal, Rennie served as Vice President-Operations (Denver/Phoenix Region) for WorleyParsons (ASX:WOR).  He also held the positions of Vice President-Strategy-U.S. & Latin America/Caribbean and Manager-Global Execution Strategies for WorleyParsons. During his career, Mr. Rennie has also held management and engineering roles at the M.W. Kellogg Company and Union Carbide Corporation. He graduated summa cum laude with an M.S. in Engineering Management from Marshall University and cum laude with a B.S. Mechanical Engineering from West Virginia University. He is a Registered Professional Engineer and a certified Project Management Professional.

Former Named Executive Officer:Michael M. Patton, P.E.
Position:
Former Senior Vice President, Project Development
Former Senior Vice President, Midwest Operations (Engineering)
Age:57
Present positions and offices with the Company, principal occupations during the past five years:

Mr. Patton’s employment terminated in March 2011.  He joined ENGlobal in 1999, and was appointed Senior Vice President, Midwest Operations (Engineering) in June 2010.  He previously held the position of Senior Vice President of Project Development from October 2009 until June 2010.  Mr. Patton was appointed Senior Vice President of Business Development in 2002 and held that position until October 2009.  He is a Registered Professional Engineer and earned a Bachelor of Science degree in Electrical Engineering from University of Oklahoma in 1975.
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PROPOSAL TWO:
THE RATIFICATION OF THE APPOINTMENT OF HEIN & ASSOCIATES LLP AS THE INDEPENDENT AUDITORSREGISTERED PUBLIC ACCOUNTING FIRM OF ENGLOBAL FOR FISCAL YEAR 20112014

The BoardAudit Committee has appointed Hein & Associates LLP, an Independent Registered Public Accounting Firm,independent registered public accounting firm, as auditorsthe Company’s independent registered public accounting firm to examine the consolidated financial statements of ENGlobal for the fiscal year ended December 31, 2011,29, 2014, and to perform other appropriate audit and advisory services and is requesting ratification of such appointment by the stockholders.  shareholders.

In the event that the stockholdersshareholders do not ratify the appointment of Hein & Associates LLP, the adverse vote will be considered as a direction to the BoardAudit Committee to select other auditorsanother independent registered public accounting firm for the next fiscal year.  However, because of the difficulty and expense of making any substitution of auditorsindependent registered public accounting firms after the beginning of the current fiscal year, it is contemplated that the appointment for the fiscal year ended December 31, 201129, 2014, will be permitted to stand, unless the BoardAudit Committee finds other reasons for making a change.  It is understood that even if the selection of Hein & Associates LLP is ratified, the Board,Audit Committee, in its discretion, may direct the appointment of a new independent registered public accounting firm at any time during the year if the BoardAudit Committee feels that such a change would be in the best interests of ENGlobal and its stockholders.shareholders.

Representatives of Hein & Associates LLP will be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.  This proposal will be approved if it receives

Vote Required

The ratification of the appointment of Hein & Associates LLP for the year ending December 29, 2014, requires the affirmative vote of the holders of a majority of the shares of Common Stock votedrepresented at the Meeting, in person or representedby proxy, and entitled to vote.  For the ratification of our independent registered public accountants, you may vote at“FOR” or “AGAINST” or abstain from voting.  If you hold your shares in your own name and abstain from voting on this matter, your abstention will have the Annual Meeting.effect of a vote “AGAINST” this proposal.  If you hold your shares through a broker, bank, trustee or other nominee and

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you do not instruct them how to vote on this proposal, your broker may have authority to vote your shares. As a result, broker non-votes are not expected to have an effect on the approval of this proposal.
Recommendation of the Board

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE The Board recommends that shareholders vote FOR THE RATIFICATION OF THE APPOINTMENT OF HEIN the ratification of the appointment of Hein & ASSOCIATESAssociates LLP AS THE INDEPENDENT AUDITORS OF ENGLOBAL FOR FISCAL YEAR 2011.as the independent registered public accounting firm of ENGlobal for fiscal year 2014.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Directors and Executive Officers

The following table shows the number of shares of our Common Stockcommon stock beneficially owned as of March 31, 20112014, by each director, the executivesexecutive officers named in the “Summary Compensation Table” and all directors and executives as a group. None of these shares are pledged as security.

Name of Beneficial Owner Amount and Nature of Beneficial Ownership (1)   Percent of Class (1) 
     
Mr. Coskey                                         8,669,035(2)  32.5%
Mr. Gent                                         289,820(3)  1.08%
Mr. Hale                                         261,820(4)  * 
Mr. Roussel                                         229,820(5)  * 
Mr. Pagano                                         22,781    * 
Mr. Raiford                                         85,035(6)  * 
Mr. Lee                                         75,000    * 
Ms. Leedy                                         79,329(7)  * 
Mr. Rennie                                         2,626    * 
Mr. Patton                                         151,250(8)  * 
Mr. Harrison                                         5,125    * 
All current directors, nominees, and Named Executive Officers
as a group (11 persons)
 9,871,641(9)  35.97%
         
Name of Beneficial Owner 
Amount and Nature of
Beneficial Ownership (1)
 
Percent of Class
(1), (2)
       
Mr. Coskey 8,669,035(3) 31.34% 
Mr. Gent 339,268(4) 1.22% 
Mr. Hale 351,268(5) 1.26% 
Mr. Roussel 299,268(6) 1.08% 
Mr. Hess 90,000(7) * 
Mr. Williams 15,300(8) * 
Mr. Harrison 35,000(9) * 
       
All directors and officers as a group (7 persons) 9,799,139(10) 34.80% 
       
_______________________
*   Represents less than 1% of the shares of Common Stockcommon stock outstanding.

(1)
Beneficial ownership of common stock has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days, or acquires such securities with the purpose or effect of changing or influencing the control of ENGlobal.
(2)
Based on 27,665,361 shares issued and outstanding on March 31, 2014.
(3)
Includes 8,668,935 shares of common stock held in the name of Alliance 2000, Ltd., whose general partner is jointly owned by Mr. Coskey and his spouse.  Mr. Coskey has shared power to vote and dispose of such shares.
(4)
Includes options held by Mr. Gent to acquire an aggregate 170,000 shares of common stock that are exercisable on or within 60 days of March 31, 2014.  Does not include 7,812 unvested shares of restricted stock which were granted to Mr. Gent in December 2013 which will be fully vested the earlier of the Company’s 2014 Annual Meeting of Shareholders or June 30, 2014.
(5)
Includes options held by Mr. Hale to acquire an aggregate 150,000 shares of common stock that are exercisable on or within 60 days of March 31, 2014.  Does not include 7,812 unvested shares of restricted stock which were granted to Mr. Hale in December 2013 which will be fully vested the earlier of the Company’s 2014 Annual Meeting of Shareholders or June 30, 2014.
(6)
Includes options held by Mr. Roussel to acquire an aggregate 170,000 shares of common stock that are exercisable on or within 60 days of March 31, 2014.  Does not include 7,812 unvested shares of restricted stock which were granted to Mr. Roussel in December 2013 which will be fully vested the earlier of the Company’s 2014 Annual Meeting of Shareholders or June 30, 2014.
(7)
Does not include 75,000 unvested shares of restricted stock which were granted to Mr. Hess in December 2012 which will vest in two additional equal installments on December 31, 2014 and December 31, 2015.  Does not include 45,000 unvested shares of restricted stock which were granted to Mr. Hess in January 2014 which will vest in three additional equal installments on January 8, 2015, January 8, 2016 and January 8, 2017.
(8)
Does not include 45,000 unvested shares of restricted stock which were granted to Mr. Williams in January 2014 which will vest in three additional equal installments on January 8, 2015, January 8, 2016 and January 8, 2017.
(9)
Does not include 45,000 unvested shares of restricted stock which were granted to Mr. Harrison in January 2014 which will vest in three additional equal installments on January 8, 2015, January 8, 2016 and January 8, 2017.
(10)
Includes options to acquire an aggregate 510,000 shares of common stock that are exercisable on or within 60 days of March 31, 2014.  Does not include 210,000 shares of unvested restricted stock granted to our executive officers and 23,436 shares of unvested restricted stock granted to our directors.

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Principal Shareholders

The following table sets forth information as of December 31, 2013, about persons whom we know to be the beneficial owners of more than 5% of our issued and outstanding common stock based solely on our review of the statement of beneficial ownership filed by these persons/entities with the SEC as of the date of such filing:
Name and Address
of Beneficial Owner
 
Amount and Nature of
Beneficial Ownership
(1)
 
Percent of
Class (1),(2)
      
Alliance 2000, Ltd.
c/o 654 N. Sam Houston Pkwy. E.
Suite 400
Houston, TX 77060-5914
 8,668,935(3) 31.33%
      
NGP Energy Technology Partners II, L.P.
NGP ETP II, L.L.C.
Energy Technology Partners, L.L.C.
Philip J. Deutch
c/o 1700 K Street NW, Suite 750
Washington, D.C. 20006
 2,460,995(4) 8.90%
      
NorthPointe Capital, LLC
c/o 101 W. Big Beaver, Suite 745
Troy, MI 48084
 1,550,716(5) 5.61%
_______________________
(1)
Beneficial ownership of Common Stockcommon stock has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days, or acquires such securities with the purpose or effect of changing or influencing the control of ENGlobal.
(2)Includes 8,668,935Based on 27,665,361 shares of Common Stock held in the name of Alliance 2000, Ltd., whose general partner is jointly owned by Mr. Coskeyissued and his spouse.  Mr. Coskey has shared power to vote and dispose of such shares.
(3)In accordance with Rule 13d-3(d)(1)(i)(A), includes options held by Mr. Gent to acquire an aggregate 210,000 shares of Common Stock that are exercisableoutstanding on or within 60 days of March 31, 2011.  Does not include director compensation represented by 8,063 shares of restricted stock, which were granted in 2010 and will vest in 2011.
(4)In accordance with Rule 13d-3(d)(1)(i)(A), includes options held by Mr. Hale to acquire an aggregate 150,000 shares of Common Stock that are exercisable on or within 60 days of March 31, 2011.  Does not include director compensation represented by 8,063 shares of restricted stock, which were granted in 2010 and will vest in 2011.
(5)In accordance with Rule 13d-3(d)(1)(i)(A), includes options held by Mr. Roussel to acquire an aggregate 190,000 shares of Common Stock that are exercisable on or within 60 days of March 31, 2011.  Does not include director compensation represented by 8,063 shares of restricted stock, which were granted in 2010 and will vest in 2011.
(6)In accordance with Rule 13d-3(d)(1)(i)(A), includes options held by Mr. Raiford to acquire an aggregate 25,000 shares of Common Stock that are exercisable on or within 60 days of  March 31, 2011.
(7)In accordance with Rule 13d-3(d)(1)(i)(A), includes options held by Ms. Leedy to acquire an aggregate 75,000 shares of Common Stock that are exercisable on or within 60 days of  March 31, 2011.
(8)Mr. Patton’s employment terminated in March 2011.  Includes 5,000 shares of Common Stock held in a trust for the benefit of Mr. Patton. Mr. Patton has sole power to vote and dispose of such shares. In addition, in accordance with Rule 13d-3(d)(1)(i)(A), includes options held by Mr. Patton to acquire an aggregate 120,000 shares of Common Stock that are exercisable on or within 60 days of  March 31, 2011.
(9)In accordance with Rule 13d-3(d)(1)(i)(A), includes options to acquire an aggregate 9,871,641 shares of Common Stock that are exercisable on or within 60 days of  March 31, 2011.  The number of shares beneficially owned by all directors and executives as a group represents approximately 35.97% of our outstanding Common Stock as of March 31, 2011.

Appointment of New Chief Executive Officer

On March 31, 2010, ENGlobal’s Board of Directors announced the selection of Mr. Edward L. Pagano to serve as the Company’s new Chief Executive Officer effective May 3, 2010.  William A. Coskey, P.E., co-founder of ENGlobal, will continue to serve as the Chairman of the Board.

The Board has nominated Mr. Pagano to serve as a director during 2011-2012.  In June 2011, Mr. Pagano will receive approximately $75,000 worth of restricted shares of the Company’s Common Stock for his service to the Company during 2011-2012.  The shares will vest over a four-year period with 25% vesting each year beginning December 31, 2011.  Mr. Pagano’s biography is listed above.

Past Named Executive Officers

1.  Effective May 3, 2010, Mr. Coskey resigned his role as CEO of ENGlobal, but continues to serve as the Chairman of our Board of Directors.  Mr. Coskey was not paid a severance upon his resignation as CEO.
2.  On June 28, 2010, Mr. Patton transferred from his role as Vice President of Project Development to assume the role of Senior Vice President, Midwest Operations, leading our operations in the Tulsa, Denver (Engineering) and Chicago markets.  Mr. Patton’s employment terminated effective March 18, 2011. Pursuant to his Employment Agreement, the Company will pay severance to Mr. Patton.
3.  On June 28, 2010, Mr. Harrison transferred from his role as Senior Vice President of Business Development to assume the role of Senior Vice President, Business Development Midwest Operations (Engineering & Construction), pursuing project opportunities in the Tulsa, Denver (Engineering) and Chicago markets.  Mr. Harrison did not receive additional compensation as a result of the change in positions.
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Principal Stockholders

The following table sets forth information about persons whom we know to be the beneficial owners of more than 5% of our issued and outstanding Common Stock based solely on our review of the Schedule 13G Statement of Beneficial Ownership filed by these persons/entities with the SEC as of the date of such filing:

Name and Address
of Beneficial Owner
Amount and Nature of Beneficial Ownership (1)
Percent of Class (1)
2014.
Alliance 2000, Ltd.
c/o 654 N. Sam Houston Pkwy. E.
Suite 400
Houston, TX 77060-5914
8,668,935 (2)32.5%

(1)  Beneficial ownership of Common Stock has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days, or acquires such securities with the purpose or effect of changing or influencing the control of ENGlobal.
(2)  (3)Alliance 2000, Ltd. (“Alliance”) is a Texas limited partnership whose general partner is jointly owned by Mr. Coskey and his spouse.  Of these
(4)The foregoing information is based solely upon information contained in a Schedule 13G/A filed by NGP Energy Technology Partners II, L.P. (“NGP Energy Tech”), NGP ETP II, L.L.C. (“NGP GP”), Energy Technology Partners, L.L.C. (“ETP”), and Mr. Philip J. Deutch, with the SEC on February 14, 2013 with respect to holdings of common stock as of December 31, 2012.  NGP GP is the general partner of NGP Energy Tech.  ETP is the sole manager of NGP GP and Mr. Deutch is the sole member and manager of ETP. By virtue of those relationships, Mr. Deutch may direct the vote and disposition of the 2,460,995 shares 1,215,000 areof common stock held subjectby NGP Energy Tech.
(5)The foregoing information is based solely upon information contained in a Schedule 13G/A filed by NorthPointe Capital, LLC (“NorthPointe”) with the SEC on February 11, 2014 with respect to an Option Pool Agreement pursuantholdings of common stock as of December 31, 2013. NorthPointe has the sole power to which options are grantedvote or direct the vote of 285,388 shares and sole power to certain employeesdispose or direct the disposition of ENGlobal and its subsidiaries.  The Option Pool Agreement terminates on December 21, 2011.1,550,716 shares.

Section 16(A)16(a) Beneficial Ownership Reporting Compliance

Under U.S. securities laws, directors, executive officers and persons holding more than 10% of Common Stockour common stock must report their initial ownership of Common Stockour common stock and any changes in that ownership to the SEC.Securities and Exchange Commission.  The SEC has designated specific due dates for such reports and ENGlobal must identify in this Proxy Statementproxy statement those persons who did not file such reports when due.

Based solely upon a review of Forms 3 and 4 and any amendments thereto furnished to ENGlobal during our fiscal year ended December 31, 201028, 2013, and Forms 5 and any amendments thereto furnished to ENGlobal with respect to the same fiscal year, we believe that our directors, officers, and greater than 10% beneficial owners complied withtimely filed all applicablerequired Section 16 filing requirements, except that on June 30, 2010, Messrs. Gent, Hale, Pagano, and Roussel, filed separate Form 4s reporting an equity grant on June 17, 2010.reports.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Board of Directors has adopted a policy requiring that all transactions between the Company and its officers, directors, principal stockholdersshareholders and their affiliates be on terms no less favorable to the Company than could be obtained from unrelated third parties and that any such transactions be approved by a majority of the disinterested members of the Company’s Board.  ThePursuant to such policy, the Company’s Audit Committee is responsible for the review and assessment of all related party transactions.

The Board has determined that no related party transactions existed during fiscal year 2013.

EXECUTIVE OFFICERS

Set forth below is a brief description of the business experience of each of our executive officers, except Mr. Coskey, whose biography is listed above.

Named Executive Officer:Mark A. Hess
Position:Chief Financial Officer and Treasurer
Age:55
Present positions and offices with the Company, leases approximately 1,400 square feetprincipal occupations during the past five years:

Mr. Hess has served as Chief Financial Officer of residential spaceENGlobal Corporation since September 2012 and served as interim Chief Financial Officer from June 2012 to September 2012.  Mr. Hess previously served as the Company’s Corporate Controller from July 2011 until June 2012.  Prior to joining ENGlobal, Mr. Hess served as Vice President and Chief Accounting Officer of Geokinetics, Inc., a seismic data service company, from April 2008 to April 2010. From November 2004 to April 2008, he served as Director of Finance for CGGVeritas, a seismic data service company. Mr. Hess is a CPA, holds a Bachelor of Business Administration in Charlestown, MAAccounting from a limited liability company owned one-half by Michael H. Lee, the Company'sUniversity of Houston and is an active member of Financial Executives International.

Named Executive Officer:R. Bruce Williams
Position:Chief Operating Officer
Age:61
Present positions and offices with the Company, principal occupations during the past five years:

Mr. Williams was appointed the Chief Operating Officer in December 2013 and the President of ENGlobal Government Services, Inc. in September 2012.  He served as Senior Vice President, Midwest/Southwest Operations of ENGlobal’s Engineering and Construction segment from September 2012 to September 2013.  He initially joined ENGlobal in 2004, and from November 2010 until September 2012, he served in various roles at ENGlobal, including General Manager of the Tulsa Office, Vice President of Field Solutions,Midwest and Michael G. Bryant, the Company'sSouthwest Operations, Senior Project Manager of Engineering/ Projects, and acting General Manager of ENGlobal Government Services, Inc.  Prior to joining ENGlobal, Mr. Williams served as Vice President – Engineering for U.S. Transcarbon LLC, a petroleum coke gasification project developer, from April 2008 until October 2010.  In total, he has over 35 years of Field Solutions. Messrs. Leedomestic and Bryant own less than 1%international experience in engineering and project management, including several project management positions of the Company's stock. Upon its review of comparable lease ratesincreasing responsibility in the area,U.S., Middle East, Papua New Guinea, Asia, Mexico and Brazil.  Mr. Williams has an undergraduate degree in Chemistry from the Committee believes that this lease isUniversity of Northern Iowa, with post graduate studies in Environmental Management from the University of Houston and MBA studies at a commercially reasonable rental rate. ENGlobal assumed the lease when it acquired WRC Corporation, a Colorado corporation, in May 2006.Incarnate Word University.


 
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EXECUTIVE COMPENSATION

Named Executive Officer:
J. Michael Harrison
Position:Senior Vice President, Business Development
Age:56
Compensation Discussion & Analysis

This Compensation DiscussionPresent positions and Analysis generally describesoffices with the development and current composition of our executive and director compensation programs and policies, and discussesCompany, principal occupations during the philosophy and principles underlying those policies and programs. It also gives greater context to the data presented in the tables and narratives that follow. This discussion should be read in conjunction with such tables, which follow beginning on page 23 of this Proxy Statement.past five years:

What is our executive compensation program designed to reward?

Our executive compensation program is designed to reward individual performance and to achieve strategic business objectives that are aimed at growing our business and aligning the long-term interests of our executives and stockholders. Specifically, as our production and profits increase, so does executive compensation. Conversely, if production and profits decrease, executive compensation may be less generous.

What are the elements and objectives of our executive compensation program?

Our compensation program for executives consists of base salary, annual incentive awards, long-term incentive awards, and termination and change-in-control arrangements. Using these elements, the Compensation Committee (the “Committee”) has designed our compensation program to prudently use our resources while meeting the following objectives:

●  attract and retain the talent that we believe is required to successfully execute our business strategy;
●  align the interests of our executives with the interests of our stockholders;
●  reinforce expectations of leadership and achievement, consistent with our values and our vision to be the best positioned, most trusted choice for engineering and professional services in the energy sector; and
●  provide a strong incentive to our executives to achieve their potential and our goals and long-term success.

How are executive compensation amounts determined?

In determining target compensation levels for each executive, the Committee considers:

●  total compensation amounts;
●  market data;
●  individual performance;
●  corporate performance;
●  compensation history; and
●  internal equity.

None of these factors are weighted, but are considered together.


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Total Compensation Amounts

In determining the individual compensation for ENGlobal’s executives, the Committee considers the total compensation to be awarded to each executive (base salary, annual incentive awards, long-term incentive awards, and termination and change-in-control arrangements) and may exercise discretion in determining the portion allocated to the various components of total compensation.  ENGlobal believes that the focus on total compensation provides the ability to align pay decisions with our short- and long-term business needs.  This approach also allows for the flexibility needed to recognize differences in performance by providing differentiated pay.

Market Data

Market data is a key consideration for the Committee.  The Committee considers this data for general market movement and trends and the positioning of our executives relative to the market. The Committee reviewed and considered market data for a peer group composed of six other engineering and construction companies (Furmanite Corporation, Michael Baker Corporation, Matrix Service Company, TetraTech, Inc., Willbros Group, and VSE Corporation).  These companies were selected primarily because they are representative of the sector in which we operate with respect to each company’s relative leadership position in our sector, its relative size as measured by market capitalization, the relative complexity of the business, and the CEO’s role and responsibilities.  The Committee collects reliable and comparable market information obtained from publicly available SEC filings of similar companies.  Market data is analyzed and valued in its totality, and no one element is considered in isolation.

Market data for target total direct compensation (base salary, targeted annual incentive and expected value of long-term incentive awards) is developed to provide a broad market view. Each executive’s position relative to the market data is reflective of his experience (both with us and with other companies) and the other factors described below.

Individual Performance

The Committee also considers individual performance, including achievement of individualized goals, current and potential impact on corporate performance, reputation, skills, experience, criticality and demonstration of our values as important factors. Our Core Values are:

●  Health, Safety, and Environmental
●  Integrity
●  Teamwork
●  Accountability
●  Quality
●  Communication

The format used for our executives’ annual performance evaluations is the same as for all employees (except our Chairman and our Chief Executive Officer). See “What is the role of our executives in the compensation process?”

Corporate Performance

Significant portions of our annual incentive awards and long-term incentive awards are tied to corporate and operational results, which must be measured to determine the level of payout.  See “Why do we choose to pay each element?”
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Compensation Consultant

In fiscal 2010, the Committee did not retain a compensation consultant.  The Committee determined that its collection of reliable and comparable market data obtained from publicly available SEC filings of similar companiesMr. Harrison was sufficient information to determine appropriate compensation for its executives, including general market movement and trends and the positioning of our executives relative to the market.

Compensation History

In determining an executive’s compensation, the Committee considers the base salary and prior years’ incentive payouts.  The Committee also considers each executive’s equity holdings, including the date of any grants, the types of awards (restricted stock, options, or cash), the vesting provisions, the expiration dates, the exercise prices, and the number of shares granted.  The Committee reviews these historical awards in order to allocate an appropriate portion of executive compensation to retention value.

Internal Equity

The Committee believes that the success of a company depends to a large extent on honest and ethical leadership and teamwork.  Consequently, compensation among senior executives is roughly equivalent.  However, some differences in levels of compensation among our executives exist because of differences in their roles and responsibilities and in the factors discussed above.  The Committee does not use formulas in determining base compensation amounts, but is mindful of internal equity and the impact of perceived fairness related to its decisions.  Bonuses for senior executives are based on a formula tied to a variety of factors, as explained under “Incentive Bonus Plan” below.

How does each element and our decisions regarding that element fit into our compensation program’s objectives and affect other elements?

The Committee believes that, in order to achieve our compensation program’s objectives, a significant portion of executive compensation should be composed of variable, at risk elements, with the majority of these elements being based on alignment with our stockholders and achievement of our long-term success.  Base salaries attract and retain the talent we need to lead and grow our business.  The Committee strives for a balanced and effective mix of elements, which are not weighted in any particular manner.  We have no policies or formulas for allocating among different forms of pay.

Why do we choose to pay each element?

Base Salary

Base salary is paid in cash commensurate with the responsibilities of each individual’s position, subject to adjustment by the Committee based on its annual review of the factors discussed under “How are executive compensation amounts determined?”  The Committee believes the base salaries provide a competitive level of fixed compensation based on the individual’s experience and performance as well as the position’s market value.  See “Summary Compensation Table” for base salary amounts.

Incentive Bonus Plan

ENGlobal adopted an Incentive Bonus Plan as of July 1, 2009 for its Senior Management Team, which includes the Chief Executive Officer, the Chief Financial Officer, the Chief Governance Officer, any Segment President and anyappointed Senior Vice President of Business Development in September 2013, and previously served in various Business Development/Operational capacities since joining the Corporation.  The Company adopted a First Amendedin 2009. He has over 25 years of Business Development experience in the engineering and Restated Incentive Bonus Plan effective January 1, 2010construction industries. Mr. Harrison was previously Vice President, Business Development for Commonwealth Engineering and Construction, LLC, an engineering and construction firm, from 2006 to include additional employees.  The purpose2009.  Prior to his tenure at Commonwealth, Mr. Harrison worked for Jacobs, an engineering and construction firm, from 1996 to 2005 in progressively higher levels of Business Development responsibility.  Mr. Harrison has served on the Board of the Plan is to encourage superior performance on key corporateRice University Global Engineering & Construction Forum since 2010 and employee metrics that are critical to our business.  Underwas appointed its Annual Conference Chair in 2012 and 2013.  He has a BBA from Stephen F. Austin State University and has since received continuing technical education at the Incentive Bonus Plan, bonus awards are based on achievementUniversity of metrics established by the Compensation Committee or the Chief Executive Officer.
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Current metrics include consolidated earnings per share, segment contribution, segment safety, and average segment days sales outstanding, but the Compensation Committee or the Chief Executive Officer, as appropriate, has the ability to establish different metrics.  The bonus is determined pursuant to a formula that gives a weight to each metric, and establishes certain thresholds for each metric.  However, the maximum bonus for each participant is subject to a limitation based on a percentage of that participant’s salary.

For the Senior Management Team, the amount of the bonus is based entirely on the application of the formula.  In other cases, bonuses may be calculated for an entire segment or division with the head of that segment or division having authority to allocate the bonus among the employees in that segment or division as he determines appropriate.  Bonuses are calculated semi-annually as of June 30 and December 31 of each year and are paid in cash in two installments in the seven-month period following the period in which they were earned. A participant must be an employee of the Company on the date on which bonus payments are made or he will forfeit his right to receive the bonus.  In addition, for members of the Senior Management Team, bonuses based on financial statements that are later restated are required to be adjusted to reflect the restatement, and the bonus recipient is obligated to repay the bonus to the Company.

The Company was not profitable during 2010, therefore it did not make any incentive bonus payments to the individuals named in the Summary Compensation Table below.  The Company is considering the adoption of a new Short-term Incentive Plan to be effective January 1, 2011, which will supersede the Incentive Bonus Plan.Oklahoma.

Long-Term Incentive Awards

Although use of long-term incentive awards is limited, such equity-based awards are available for issuance when appropriate to align our executives’ interests with those of our stockholders.  These awards are designed to retain our executives and to provide them continued motivation to achieve our long-term success.  In selecting recipients for equity grants and in determining the size of such grants, we consider various factors, including:
EXECUTIVE COMPENSATION TABLES

●  our achievements, financial performance and financial ratios, including revenues, operating income, and earnings per share;
●  Company and individual performance, both on an absolute basis in terms of growth over prior year performance, and against pre-established performance goals;
●  compensation paid by companies of comparable size in businesses similar to our business;
●  the executive’s level of responsibility; and
●  the executive’s contributions in support of our strategies.

For accounting reasons, and to limit dilution to our stockholders, the Committee has moved toward granting restricted stock awards, as a replacement for stock option grants.Summary Compensation Table

The structure of our long-term incentive awards reflects the Committee’s view that the purpose of the executive’s equity compensation is to strengthen alignment with stockholders, provide incentives tied to our performance and serve as a retention vehicle. Time-based equity compensation can be retentive and creates stockholder alignment because their value of the award increases as our stock price increases.  The weighting of the long-term incentive award vehicles is reflective of the Committee’s goal to have a balanced and effective mix of cash and equity elements, which is determined on an individualized basis.
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Employment Agreements; Termination and Change-in-Control Arrangements

Messrs. Pagano, Raiford, Lee, Coskey, Patton, and Ms. Leedy are each a party to a written employment agreement (the “Employment Agreements”) with ENGlobal.  Messrs. Rennie and Harrison do not have an employment agreement.  The Employment Agreements provide for an annual base salary, subject to discretionary increases by the Board of Directors, and other compensation in the form of cash bonuses, incentive compensation, stock appreciation rights, and restricted stock awards.  Additionally, the executives receive health, life, and other insurance benefits in accordance with the terms of the Company’s benefit plans, and the Company provides management level support services and reimbursement for specified business expenses.  Copies of the Employment Agreements are on file with the SEC as Exhibits.

The Employment Agreements provide for severance payments and benefits in the case of termination of employment.  If employment ends because of death, the Company will pay any accrued but unpaid salary, additional compensation, and other benefits earned up to that date.  In the case of disability and depending on the executive, salary and benefits would generally be maintained by the Company on behalf of the disabled executive for up to three or six months of disability and for a period of three or six months following the date of termination, and the executive would receive health and life insurance benefits in accordance with the terms of the Company’s benefit plans during that period. At the Company’s option, severance payments and full benefits may be extended for an additional six-month period following the initial period of severance for disability, as defined in the Employment Agreements.

If the Company terminates an executive’s employment for “cause,” as defined in the Employment Agreements, the Company will pay any accrued but unpaid salary, additional compensation, and other benefits earned up to the effective date of termination. However, no other compensation is owed to the executive.  If the Company terminates an executive’s employment without “cause,” as defined in the employment agreement, the Employment Agreements generally provide that the Company will continue to pay him for a period of six or twelve months following the date of termination and, at the Company’s option, severance payments and full benefits may be extended for an additional six-month period following the initial severance period.  See “Executive Compensation Tables—Severance.”

The Employment Agreements include a covenant not to compete following termination of employment for a period of up to one year as well as confidentiality provisions as are customary in nature and scope, for such agreements.

The terms of the Employment Agreements were established through the course of arms-length negotiations with the executives.  As part of these negotiations, the Committee analyzed the terms of the same or similar arrangements for comparable executives employed by some of the companies in our peer group.  The Committee used this approach in setting the amounts payable under the Employment Agreements.  The Employment Agreements’ termination of employment provisions were entered into in order to address competitive concerns by providing the executives with a fixed amount of compensation that would offset the potential risk of foregoing other opportunities.  At the time of entering into the Employment Agreements, the Committee considered ENGlobal’s aggregate potential obligations in the context of retaining the executive and his expected compensation.

In addition, Mr. Raiford is a party to an Option Pool Agreement with Alliance 2000, Ltd. (“Alliance”), a Texas limited partnership beneficially owned and controlled by our Chairman.  Under the Option Pool Agreement, options to acquire shares of ENGlobal’s common stock owned by Alliance were granted to Mr. Raiford.  These options vest and become exercisable upon a change of control of the Company.  This arrangement was entered into in connection with a merger and was intended to provide an incentive to certain key employees to remain in the Company’s service after the merger.  The Option Pool Agreement terminates on December 21, 2011.
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Executive Perquisites

We do not provide substantial personal benefits or perquisites.  The current Named Executive Officers (as defined in Item 402(a)(3) of Regulation S-K) are eligible to receive an executive vehicle/auto allowance perquisite having an annual value of up to $9,000. See “Summary Compensation Table.”

Other Compensation

From time to time, we make available to employees and executives certain other fringe benefits. We may provide club memberships, tickets to sporting or cultural events, tickets to community events, etc. To the extent that such items are taxable to the individual, they are considered to be part of the individual’s compensation package. Other benefits provided to our executives are generally available to all employees, such as medical, dental, life, short-term disability, and long-term disability insurances, personal leave benefits, and. reimbursement for an annual physical exam.  See “Summary Compensation Table.”

What is the role of our executives in the compensation process?

Our Chief Executive Officer has access to the internal and external compensation information described above, including each executive’s annual performance review. Using that information, our Chief Executive Officer makes recommendations to the Committee regarding the compensation of our other executives. The Committee independently reviews the data and makes its own determinations for our executives.  The Committee is comprised of all of the Non-Employee Directors, each of whom is able to provide his views regarding the Chief Executive Officer’s performance and compensation.  The Committee has not historically engaged or retained any outside advisors or consultants with respect to executive or director compensation.

What are our equity and security ownership requirements?

We encourage stock ownership by executives through the use of equity awards.

When are awards granted and base salaries approved?

Each year, the Committee approves our executives’ base salaries, payout of annual incentive awards for the prior year, and annual and long-term incentive awards for the current year at its first regular quarterly meeting (generally in March or April). Any awards for newly hired executives are granted at the next regularly scheduled Committee meeting following the date the offer is accepted.  Offers to executive candidates are reviewed with the Committee prior to being made. Any equity awards included in an offer are subject to the Committee’s approval.

Our executives do not have any role in establishing the timing of grants or vesting of the equity awards. We do not have any program, plan or practice to time grants of equity or equity-based awards in coordination with the release of material non-public information and we do not set grant dates to new executives in coordination with the release of such information.  We have not timed, and do not intend to time, our release of material non-public information for the purpose of affecting the value of executive compensation.
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Does the accounting and tax treatment of a particular form of compensation impact the form and design of awards?

The Committee considers tax, tax deductibility and accounting treatment of various compensation alternatives. However, these are not typically driving factors. The Committee may approve non-deductible compensation arrangements if it believes they are in the best interests of the Company and its stockholders taking into account several factors, including our ability to utilize the deduction based on projected taxable income.

Compensation Committee Report

The information contained in this Compensation Committee Report shall not be deemed to be “soliciting material” or to be “filed” or incorporated by reference in future filings with the SEC, or to be subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

           The Compensation Committee oversees the compensation plans, policies and programs of ENGlobal on behalf of the Board of Directors. In performing its oversight function, the Compensation Committee reviewed and discussed with management the Compensation Discussion & Analysis prior to its inclusion in this Proxy Statement. Based on these reviews and discussions, the Compensation Committee recommended to the Board, and the Board approved, that the Compensation Discussion & Analysis be included in this Proxy Statement.

The undersigned members of the Compensation Committee have submitted this Report to the Board of Directors.


Compensation Committee of the Board of Directors,
David C. Roussel, Chairman
David W. Gent
Randall B. Hale

April 27, 2011

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Executive Compensation Tables

Summary Compensation Table

           As of December 31, 2010, the following table sets forth information regarding compensation earned during the last two fiscal yearyears by the Namedour Chief Executive Officers.  The information in the table is calculated as of December 31, 2010.  On that date, the closing price on NASDAQ for the Company’s Common Stock was $3.72 per share.Officer, Chief Financial Officer, Chief Operating Officer, and Senior Vice President, Business Development (the “named executive officers”).

Name and Principal PositionYear Salary  Bonus  Stock Awards (1)  
All Other 
Compensation (2)
  Total 
   ($)  ($)  ($)  ($)  ($) 
                      
Edward L. Pagano ~ President & Chief2010 $209,116  $25,000  $113,711  $8,463  $356,290 
Executive Officer (3)                     
                      
Robert W. Raiford ~ Chief Financial Officer 2010  $ 269,000   --    --   $ 10,400  $ 279,400 
and Treasurer 2009  $260,000   --    --   $21,859  $ 281,859 
 2008  $ 260,000  $ 116,250   --   $ 21,568  $ 397,818 
                      
Michael H. Lee ~ Executive Vice President, 2010  $  229,000   --    --   $ 29,947  $ 258,947 
Field Solutions (4)                      
                      
                      
Rochelle D. Leedy ~ Senior Vice President, 2010  $ 200,000   --   $ 29,621  $ 7,569  $ 237,190 
Business Development (5)                      
                      
Timothy P. Rennie ~ Executive Vice President, 2010  $ 72,805  $10,000  $29,621   --   $112,426 
Engineering & Construction (6)                      
                      
William A. Coskey ~ Chairman & Former 2010  $ 237,000   --    --   $ 10,400  $ 247,400 
Chief Executive Officer (7) 2009  $245,000   --    --   $ 20,976  $265,976 
 2008  $ 245,000  $92,000       $ 20,253  $ 357,253 
                      
Michael M. Patton ~ Senior Vice President, 2010  $239,000      $ 70,500  $ 10,800  $ 320,300 
Midwest Operations (8) 2009  $ 230,000          $ 20,479  $ 250,479 
 2008  $ 230,000  $ 80,000      $ 24,918  $ 334,918 
                      
J. Michael Harrison ~ Senior Vice President, 2010  $207,000      $35,250  $ 11,082  $ 253,332 
Business Development Engineering Segment (9) 2009  $ 46,152          $2,811  $ 48,963 
 2008       --    --    --    --  
                      
Name and Principal Position Year Salary Bonus 
Stock
Awards(1)
 
All Other
Compensation (2)
 Total
    ($) ($) ($) ($) ($)
             
Mr. Coskey ~ President & Chief Executive
Officer (3)
 2013 124,024 -- -- -- 124,024
  2012 152,110 990 -- 15,929 169,029
             
Mr. Hess ~ Chief Financial Officer &
Treasurer (4)
 2013 215,061 -- -- -- 215,061
  2012 182,415 4,000 52,102 2,143 240,660
             
Mr. Williams ~ Chief Operating Officer (5) 2013 232,441 1,000 -- -- 233,441
  2012 213,279 8,000 -- -- 221,279
             
Mr. Harrison ~ SVP, Business Development (6) 2013 202,316 -- -- -- 202,316
______________
_______________________
(1)This column shows the grant date fair value of equity awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718).  Values for awards subject to performance conditions are computed based upon the probable outcome of the performance condition as of the grant date.  For a description of certain assumptions made in the valuation of stock awards, see Note 212 to the Company’s audited consolidated financial statements, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010,28, 2013, as filed with the SEC on March 10, 2011.14, 2014.
(2)Consists of benefits relating to the Executive Benefits Policy, including medical, dental, life, short-term disability, and long-term disability insurances.  AlsoAll Other Compensation includes 401(k) matching contributions, personal leave benefits and reimbursements for the executive’s annual physical exam. Current executive officers, including those who are Named Executive Officers, are eligible to receive an executive vehicle/auto allowance perquisite having an annual value of up to $9,000.Does not include perquisites or personal benefits if the aggregate amount less than $10,000.
(3)
Mr. Pagano joined ENGlobal on May 3, 2010.  His employment agreement provides for a base salary of $300,000, an annual bonus with a target of 60% of his base salary, a $25,000 sign-on bonus, and certain equity incentives as more fully described in the CD&A section on page 16. Mr. Pagano did not receive an incentive bonus payment in 2010.  See “Incentive Bonus Plan” above.
(4) In connection with a restructuring of the Executive Management Team, Mr. Lee became the Executive Vice President of ENGlobal’s Field Solutions business segment on January 1, 2011.  Also includes benefits for automobile allowance, country club, health club dues, fees and reasonable expenses of a maximum of $18,000 per year.
(5) In June 2010, Ms. Leedy assumedCoskey reassumed the role of Senior Vice President Business Development. She had previouslyand Chief Executive Officer in August 2012 and has served as the President of ENGlobal Automation Group, Inc. and President of ENGlobal Systems, Inc.
(6) In September 2010, Mr. Rennie assumed the role of Senior Vice President, Gulf Coast Operations, leading ENGlobal’s operations in the Beaumont, Lake Charles, and Baton Rouge markets.  In 2010, he received a $10,000 sign-on bonus.  In connection with a restructuring of the Executive Management Team, Mr. Rennie became the Executive Vice President of ENGlobal’s Engineering & Construction business segment on January 1, 2011. 
(7) Effective May 3, 2010, Mr. Coskey resigned his role as CEO of ENGlobal, but he continues to serve as our Chairman of the Board of Directors.since June 2005.  Mr. Coskey wasreceived a discretionary annual bonus payment in the amount of $990 in 2012. All Other Compensation includes amounts received pursuant to the Executive Benefits Policy and per diem payments, the sum of which did not paid any severance upon his resignation as CEO.exceed $10,000 during 2013. In 2012, Mr. Coskey received $5,683 pursuant to the Executive Benefits Policy and per diem payments in the amount of $10,246.
(8) (4)In June 2010, Mr. Patton assumed the roleHess was appointed Chief Financial Officer of Senior Vice President, Midwest Operations, leading ENGlobal’s operationsENGlobal in September 2012 and served as interim Chief Financial Officer from July 2012 to September 2012.  Mr. Hess received a discretionary annual bonus payment in the Tulsa, Denver (Engineering) and Chicago markets.  He had previously served as Vice Presidentamount of Project Development.  Mr. Patton’s employment terminated effective March 18, 2011. Pursuant$4,000 in 2012.  All Other Compensation includes amounts received pursuant to his Employment Agreement, the Company will pay severance to Mr. Patton inExecutive Benefits Policy, the formsum of salary continuation over a 12-month period, which is partially reflected in the above table.did not exceed $10,000 during 2013.  In 2012, All Other Compensation includes $2,143 for 401(k) matching contributions.
(9) (5)In June 2010, Mr. Harrison became Senior Vice President, Business Development Midwest Operations (Engineering & Construction), pursing project opportunitiesWilliams was appointed Chief Operating Officer of ENGlobal in the Tulsa, Denver (Engineering)September 2013 and Chicago markets.  He had previously served as Senior Vice President, Midwest/ Southwest Operations from November 2011 until September 2013.  Mr. Williams received a discretionary annual bonus payment in the amount of $1,000 and $8,000 in 2013 and 2012, respectively.
(6)Mr. Harrison was appointed Senior Vice President of Business Development.development in September 2013.

 
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Grants of Plan-BasedOutstanding Equity Awards at Fiscal Year End 2013

The following table sets forth information as of December 28, 2013, regarding each grant of an equity-based award during 2010 tooutstanding equity awards held by the individuals named inexecutive officers.  On December 27, 2013, the Summary Compensation Table above.closing price on NASDAQ for the Company’s common stock was $1.45 per share.


  Restricted Stock Awards 
Name 
Number of
Shares That
Have Not
Vested
  
Market Value of
Shares of Stock
That Have Not
Vested
  
Equity Incentive
Plan Awards:
Number of Unearned
Shares That Have
Not Vested
  
Equity Incentive Plan
Awards: Market Value
of Unearned Shares
That Have Not Vested
 
             
Mr. Coskey
  --   --   --   -- 
Mr. Hess (1)
  75,000  $108,750   --   -- 
Mr. Williams (2)
  --   --   --   -- 
Mr. Harrison (3)
  --   --   --   -- 
 
 
 
Name
 
 
 
Grant Date
  
All Other Stock Awards: Number of Securities Underlying
Stock (1)
  
Exercise or Base Price of
Option Awards
($/Sh)
  
Grant Date Fair Value of Stock and Option Awards (2)
               
Edward L. Pagano 06/17/2010   40,323  $2.48  $113,711
Robert W. Raiford --   --   --   --
Michael H. Lee --   --   --   --
Rochelle D. Leedy 09/10/2010   10,504  $2.38  $29,621
Timothy P. Rennie 09/10/2010   10,504  $2.38  $29,621
William A. Coskey --   --   --   --
Michael M. Patton 01/27/2010   25,000  $3.09  $70,500
J. Michael Harrison 01/27/2010   12,500  $3.09  $35,250
_______________________

(1)TheIncludes shares that were granted under the Company’s 2009 Equity Incentive Plan (the “Plan”) on December 18, 2012, and vest over a four-year period with 25% vesting each year beginning December 31, 2010.2012, including 37,500 shares that vested on December 31, 2013.  Does not include shares that were granted under the Plan on January 8, 2014, with 25% of the shares vested on the date of grant and the remainder of the shares vesting 25% over a three-year period beginning January 8, 2015.
(2)
Reflects the full grant date fair valueDoes not include shares that were granted under Plan on January 8, 2014, with 25% of the equity awards computed in accordanceshares vested on the date of grant and the remainder of the shares vesting 25% over a three-year period beginning January 8, 2015.
(3)Does not include shares that were granted under the Plan on January 8, 2014, with applicable accounting guidance.  For25% of the shares vested on the date of grant and the remainder of the shares vesting 25% over a description of certain assumptions made in the valuation of stock awards, see Note 2 to the Company’s audited consolidated financial statements, included in the Company’s Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on March 10, 2011 and see “Summary Compensation Table”three-year period beginning on page 23 of this Proxy Statement.January 8, 2015.

Outstanding Equity Awards at Year End
Employment Agreements; Termination and Change-in-Control Arrangements

The following table sets forth information as
As of December 31, 2010, regarding outstanding equity awards held2013, Messrs. Coskey and Hess were each a party to a written employment agreement (the “Employment Agreements”) with ENGlobal.  The Employment Agreements provide for an annual base salary, subject to discretionary increases by the individuals namedBoard, and other compensation in the Summary Compensation Table above.  form of cash bonuses, incentive compensation, stock options, stock appreciation rights, and restricted stock awards.  Additionally, the executives receive health, life, and other insurance benefits in accordance with the terms of the Company’s benefit plans, and the Company provides management level support services and reimbursement for specified business expenses.

The informationEmployment Agreements provide for severance payments and benefits in the table is calculated ascase of December 31, 2010.  Ontermination of employment.  If employment ends because of death, the Company will pay any accrued but unpaid salary, additional compensation, and other benefits earned up to that date,date.  In the closing price on NASDAQcase of a physical or mental disability that prevents the executive from performing his services under the Employment Agreement for a period of six months in the case of Mr. Coskey, and three months, in the case of Mr. Hess, the Company may terminate the executive’s employment.  If the Company terminates an executive’s employment in such cases of disability, the Employment Agreements provide that the Company will continue to pay the executive his full salary and benefits for the six months following the date of termination (the “Initial Severance Period”).  At the Company’s Common Stock was $3.72 per share.option, severance payments consisting of 50% of the monthly amount of the executive’s base salary for Mr. Coskey, and in the case of Mr. Hess, 100% of the monthly amount of his base salary, and full benefits may be extended for an additional six-month period following the Initial Severance Period.

 Option AwardsStock Awards
 
Number of Securities
 Underlying Unexercised
Options (#)
 
NameExercisableUn-exercisable (1)Option Exercise PriceOption Expiration DateNumber of Shares That Have Not VestedMarket Value of Shares of Stock That Have Not VestedEquity Incentive Plan Awards: Number of Unearned Shares That Have Not VestedEquity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested
Mr. Pagano--------40,323$150,002----
Mr. Raiford25,000
--
 
485,000(2)
 
$6.83
 
12/04/2016
--------
 ----------------
Mr. Lee --      
Ms. Leedy--------10,504$39,075----
Mr. Rennie----------------
Mr. Coskey      ----
Mr. Patton--------12,500$35,250----
 
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If the Company terminates an executive’s employment for “cause,” as defined in the Employment Agreements, the Company will pay any accrued but unpaid salary, additional compensation, and other benefits earned up to the effective date of termination.  If the Company terminates an executive’s employment without “cause,” the Employment Agreement provides that the Company will continue to pay the executive his full salary and benefits for the Initial Severance Period. At the Company’s option, severance payments consisting of 50% of the monthly amount of the executive’s base salary for Mr. Coskey, and in the case of Mr. Hess, 100% of the monthly amount of his base salary, and full benefits may be extended for an additional six-month period following the Initial Severance Period.
(1)
Mr. Coskey is a general partner of Alliance. Mr. Coskey beneficially owns 1,215,000 shares that are subject to an Option Pool Agreement pursuant to which options to acquire shares of the Company’s Common Stock that is owned by Alliance have been granted to certain employees of ENGlobal and its subsidiaries. The Option Pool Agreement terminates on December 21, 2011.
(2)
Includes options to acquire 485,000 shares of Common Stock at an exercise price of $3.81 per share which become vested and are exercisable only under certain conditions set forth in the Option Pool Agreement between the Company and Alliance. The Option Pool Agreement terminates on December 21, 2011.
(3) The option vests as follows: 20% on date of grant and four equal annual installments of 20% each beginning on December 31, 2006. Consists of options to acquire 80,000 shares of Common Stock granted pursuant to the ENGlobal Corporation 1998 Incentive Plan. Mr. Patton’s employment terminated effective March 18, 2011. Pursuant to his Employment Agreement, the Company will pay severance to Mr. Patton.
(4) Consists of options to acquire 40,000 shares of Common Stock granted pursuant to the ENGlobal Corporation 1998 Incentive Plan.  The option vests as follows: 20% on date of grant and four equal annual installments of 20% each beginning on December 31, 2009.
(5) Includes options to acquire 485,000 shares of Common Stock at exercise prices ranging from $1.56 to $3.81 per share which become vested and are exercisable only on a change of control, as defined in the Option Pool Agreement between the Company and Alliance.  The Option Pool Agreement terminates on December 21, 2011.

The Employment Agreements include a covenant not to compete following termination of employment for a period of up to one year as well as confidentiality provisions as are customary in nature and scope, for such agreements.

The terms of the Employment Agreements were set through the course of arms-length negotiations with the executives.  As part of these negotiations, the Compensation Committee analyzed the terms of the same or similar arrangements for comparable executives employed by some of the companies in our peer group. The Compensation Committee used this approach in setting the amounts payable and the triggering events under the Employment Agreements.  The Employment Agreements’ termination of employment provisions were entered into in order to address competitive concerns by providing the executives with a fixed amount of compensation that would offset the potential risk of foregoing other opportunities.  At the time of entering into the Employment Agreements, the Compensation Committee considered ENGlobal’s aggregate potential obligations in the context of retaining the executive and his expected compensation.

Executive Perquisites

Option ExercisesOur use of perquisites as a component of compensation is limited and Stock Vested

Aslargely based on historical practices and policies of December 31, 2010,our Company.  These perquisites and other benefits are provided to assure competitiveness and provide an additional retention incentive for these named executives.  Our Compensation Committee endeavors to adhere to a high level of propriety in managing executive benefits and perquisites.  We do not own a plane and do not provide any personal aircraft use for executives. During 2012, we provided our chief executive officer, Mr. Coskey, with a nominal per diem payment for meals, mileage reimbursement and other expenses.  These per diem payments totaled $10,246 and are included in the following table sets forth information regarding stock options exercised by the individuals named inAll Other Compensation column of the Summary Compensation Table above.for fiscal year 2012.

Other Compensation

From time to time, we make available to employees and executives certain other fringe benefits. We may provide club memberships, tickets to sporting or cultural events, tickets to community events, etc.  To the extent that such items are taxable to the individual, they are considered to be part of the individual’s compensation package.  The informationcosts associated with providing these additional benefits are reflected in the table is calculated as of December 31, 2010.  On that date, the closing price on NASDAQ for the Company’s Common Stock was $3.72 per share.

Name 
Number of Shares Acquired
on Exercise (#)
  
Value Realized
on Exercise ($)
 
       
Mr. Pagano  --   -- 
Mr. Raiford  10,424  $38,777 
   4,034  $15,006 
Mr. Lee  --   -- 
Ms. Leedy  --   -- 
Mr. Rennie  --   -- 
Mr. Coskey  --   -- 
Mr. Patton  --   -- 
Mr. Harrison  --   -- 
25
Severance

The following table sets forth benefits payable to the Named Executive Officers upon the occurrence of a change in control“All Other Compensation” column of the Company, or the termination of employment without cause, death or permanent disability of the Named Executive Officers, as was described at the beginning of page 16 of theSummary Compensation Discussion and Analysis.  The information in the table is calculated as of December 31, 2010.  On that date, the closing price on NASDAQ for the Company’s Common Stock was $3.72 per share.Table.

Name 
Termination
without Cause
  
Voluntary
Termination
  Death  Disability  
Change in
Control
 
                
  
Mr. Pagano
 
Compensation:               
        Severance(1)   $150,000   --   --  $150,000  $300,000 
Equity Awards   --   --   --   --  $50,000(2)
Benefits and Perquisites:
  --   --   --   --     
        Health/Dental/Medical (3)     $13,684   --   --  $13,684  $27,368 
                     
Mr. Raiford                    
Compensation:
                    
Severance                                            
 $134,500   --   --  $134,500   -- 
Equity Awards                                            
(Unvested and Accelerated)
  --   --   --   --   --(4)
Benefits and Perquisites:
                    
Health/Dental/Medical                                            
 $2,950   --   --  $2,950   -- 
                     
Mr. Lee                    
Compensation:
                    
Severance                                            
 $114,500          $114,500     
Equity Awards                                            
(Unvested and Accelerated)
  --   --   --   --   -- 
Benefits and Perquisites:
                    
Health/Dental/Medical                                            
 $3,724          $3,724     
                     
Ms. Leedy                    
Compensation:
                    
Severance                                            
      --   --   --   -- 
Equity Awards                                            
(Unvested and Accelerated)
  --   --   --   --  $14,075(5)
Benefits and Perquisites:
                    
Health/Dental/Medical                                            
  --   --   --   --   -- 
                     
Mr. Rennie                    
Compensation:
                    
Severance                                            
  --   --   --   --   -- 
Equity Awards                                            
(Unvested and Accelerated)
  --   --   --   --  $14,075(6)
Benefits and Perquisites:
                    
Health/Dental/Medical                                            
  --   --   --   --   -- 
                     
Mr. Coskey                    
Compensation:
                    
Severance                                            
 $118,500   --   --  $118,500     
Equity Awards                                            
(Unvested and Accelerated)
  --   --   --   --   -- 
Benefits and Perquisites:
                    
Health/Dental/Medical                                            
 $2,950   --   --  $2,950   -- 
                     
Mr. Patton 
Compensation:
                    
Severance                                            
 $239,000   --   --   --   -- 
Equity Awards                                            
(Unvested and Accelerated)
  --   --   --   --   --(7)
Benefits and Perquisites:
                    
Health/Dental/Medical                                            
 $2,950   --   --  $2,950   -- 
Mr. Harrison 
Compensation:
                    
Severance                                            
 $90,000   --   --  $45,000   -- 
Equity Awards                                            
(Unvested and Accelerated)
  --   --   --   --  $7,875(8)
Benefits and Perquisites:
                    
Health/Dental/Medical                                            
 $3,741   --   --  $3,741   -- 
26

(1)Pursuant to Employment Agreement, if executive’s employment is terminated for any reason other than (i) for cause, as defined in the Employment Agreement, (ii) voluntary resignation, or (iii) his death, then for a period of six or twelve months (at the Company’s option) following the date of termination of employment the Company shall continue to pay to the executive their full or partial monthly salary. Amount in table assumes base salary at December 31, 2010.
(2) Pursuant to Employment Agreement, if executive’s employment is terminated for any reason other than (i) for cause, as defined in the Employment Agreement, (ii) voluntary resignation, or (iii) his death, then for a period of six or twelve months (at the Company’s option) following the date of termination of employment the Company shall continue to include the executive and his dependents under the coverage of all group health, medical and dental insurance plans and policies.
(3) Includes 40,323 unvested shares of restricted stock at a strike price of $2.48.
(4) Does not include 25,000 out-of-the-money options.  The strike price of the options was $6.83 on the date of grant.  Also does not include 485,000 out-of-the-money options issued by Alliance, which vest upon a change in control of the Company and are exercisable only under certain conditions set forth in the Option Pool Agreement between the Company and Alliance. The strike price of the Alliance options was $3.81 as of December 31, 2010. The Option Pool Agreement terminates on December 21, 2011.
(5) Includes 10,504 unvested shares of restricted stock at a strike price of $2.38.
(6) Includes 10,504 unvested shares of restricted stock at a strike price of $2.38.
(7) Does not include 80,000 out-of-the-money options.  The strike price of the options was $11.97 on the date of grant.  Also does not include 25,000 out-of-the-money unvested shares of restricted stock at a strike price of $3.09.  Also does not include 300,000 out-of-the-money options issued by Alliance, which vest upon a change in control of the Company and are exercisable only under certain conditions set forth in the Option Pool Agreement between the Company and Alliance.  The strike price of the Alliance options was $3.81 as of December 31, 2010.  The Option Pool Agreement terminates on December 21, 2011.
(8) Does not include 12,500 out-of-the-money unvested shares of restricted stock at a strike price of $3.09.

Review of and Conclusion Regarding All Components of Executive Compensation

Based on our performance during the past several years, and in light of our executives’ efforts in directing the Company, the Compensation Committee and the Board have determined that the compensation paid to Mr. Coskey, as well as compensation paid to our other Named Executive Officers,named executive officers, serves the best interests of our stockholdersshareholders and continues to emphasize programs that the Compensation Committee and the Board believe positively affect stockholdershareholder value.

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DIRECTOR COMPENSATION

As of December 31, 2010, theThe following table discloses cash and equity awards and other compensation earned, paid or awarded, as the case may be, to each of the Company’s Non-employee Directorsnon-employee directors during the last fiscal year.year ended December 28, 2013.

 
Name
 
Fees Earned or Paid in Cash
  
All Other Compensation
  Total 
  ($)  
($)(1)(2)
    
          
Mr. Hale $36,000  $26,514.60  $62,514.60 
Mr. Gent $32,000  $26,514.60  $58,514.60 
Mr. Roussel $32,000  $26,514.60  $58,514.60 
Mr. Coskey(3)  --   --   -- 
 
Name
 
Fees Earned or Paid
in Cash
 
Stock Awards
 
Option Awards
 
All Other
Compensation
 
Total
  ($)(1) ($)(2) ($)(3) ($)  
Mr. Hale $34,000 $50,000 -- -- $84,000
Mr. Gent $30,000 $50,000 -- -- $80,000
Mr. Roussel $30,000 $50,000 -- -- $80,000
27
_______________________
(1)Amount paid in cash to non-employee directors for director compensation earned for their 2013-2014 Board service.
(2)This column shows the grant date fair value of equity awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718).  Values for awards subject to performance conditions are computed based upon the probable outcome of the performance condition as of the grant date.  For a description of certain assumptions made in the valuation of stock awards, see Note 12 to the Company’s audited consolidated financial statements, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013, as filed with the SEC on March 14, 2014.  Represents vested portion of 6,42031,250 shares of restricted stock at a fair market value per share price of $1.60 granted to each director on June 17, 2010.  Restricted stock vest 25% quarterly on each of September 30, 2010, December 31, 2010, March 31, 2011, and June 14, 2011. The market closing price on September 30, 2010 and December 31, 2010 were $2.51 and $3.72, respectively.
(2) Represents 1,605 shares of vested restricted stock on September 30, 2010 and 1,605 shares of vested restricted stock on December 31, 2010 multiplied by the closing prices on those dates.January 8, 2014, as described below under “Restricted Stock Grants.”
(3)Mr. Coskey did not receive any fees other than his salary.  See “Summary Compensation Table” above.As of December 28, 2013, Messrs. Hale, Gent and Roussel had a total of 150,000, 170,000 and 170,000 stock options outstanding, respectively.

The principal objectives of our Non-employee Directordirector compensation programs are to: (i) compensate for time spent on the Company’s behalf, (ii) ensure long-term retention,similar compensation standards at companies of comparable size, industry and complexity, and (iii) align the compensation programs with long-term value to the Company’s stockholders.shareholders.  We attempt to accomplish these objectives in an economical manner through a combination of reasonable director retainer fees and equity incentive grants to the Non-employee Directors.directors.

Retainer Fees

Our Non-employee Directors,Beginning in the 2013-2014 service year, our non-employee directors, Messrs. Gent, Hale and Roussel, receive areceived an annual cash retainer of $32,000 per year.  Non-employee Directors$30,000 as compensation for their service to the Company and are also eligible for reimbursement of travel and other miscellaneous expenses associated with attendance at Board of Directors and Committee meetings.  The chairman of the Audit Committee, Mr. Hale receivesreceived an additional $4,000 per year.

Restricted Stock Grants

Under the Company’s 2009 Equity Incentive Plan, Non-employee Directors are eligible to receive non-statutory equity grants.  In 2010, in recognition of the services provided by its Board of Directors, each Non-employee Director received restricted shares of the Company’s Common Stock, valued at $80,000 based on the fair market value of the shares on the date of grant.  The shares vest ratably and quarterly, beginning September 30, 2010.  The Company anticipates that in June 2011, Non-employee Directors will each receive restricted shares of the Company’s Common Stock valued at approximately $80,000 on the date of grant, with a quarterly vesting schedule beginning September 30, 2011,for his service as compensation for their service to the Company during 2011-2012.  We anticipate that the shares will be granted on June 16, 2011, will vest quarterly and be fully vested on June 30, 2012.  Any unvested shares will be forfeited as of the date the Non-employee Director ceases to qualify as an Independent Director.Audit Committee Chairman.

The Board considers the director compensation programs to be in conformity with industry standards and to be reasonable by comparison to directors’ compensation at the comparable companies that we used for our evaluation of executive compensation.

Restricted Stock Grants

Under the Plan, non-employee directors are eligible to receive equity grants.  On January 8, 2014, in recognition of the services provided by its Board for the 2013-2014 service term, each non-employee director received 31,250 restricted shares of the Company’s common stock, valued at $50,000 based on the fair market value of the shares on the date of grant, or $1.60 per share.  Half of the shares vested on the date of grant, 25% of the shares vested on March 31, 2014, and the remaining 25% of the shares will vest on the earlier of the Company’s 2014 Annual Meeting of Shareholders or June 30, 2014.

The Company anticipates that in June 2014, non-employee directors will each receive restricted shares of the Company’s common stock valued at approximately $50,000 on the date of grant as

19
compensation for their service to the Company during 2014-2015. We anticipate that the shares will be granted on June 19, 2014, and will vest over one year with 25% vesting on each of September 30, 2014, December 31, 2014, March 31, 2015, and the remaining 25% of the shares vesting on the earlier of the Company’s 2015 Annual Meeting of Shareholders or June 30, 2015. Any unvested shares will be forfeited as of the date the non-employee director ceases to qualify as an independent director.
AUDIT MATTERS

Report of the Audit Committee

The information contained in this Report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” or incorporated by reference in future filings with the SEC, or to be subject to the liabilities of Section 18 of the Securities Exchange Act, of 1934, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934.Act.

In accordance with its written charter, the Audit Committee assists the Board in, among other matters, oversight of our financial reporting process, including the effectiveness of our internal accounting and financial controls and procedures, and controls over our accounting, auditing, and financial reporting practices.  A copy of the Audit Committee Charter is available on our website at www.englobal.comwww.englobal.com..
28

The Board has determined that all three members of the Audit Committee are “independent” based upon the standards adopted by the Board, which incorporate the independence requirements under applicable laws, rules and regulations.

Management is responsible for the financial reporting process, the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, our system of internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations.  Our independent registered public accounting firm is responsible for auditing the financial statements.  The Audit Committee’s responsibility is to monitor and review these processes and procedures.  The members of the Audit Committee are not professionally engaged in the practice of accounting or auditing and we are not professionals in those fields.  The Audit Committee relies, without independent verification, on the information provided to us and on the representations made by management that the financial statements have been prepared with integrity and objectivity and on the representations of management and the opinion of the independent registered public accounting firm that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

During fiscal year 2010,2013, the Audit Committee held six meetings.  The Audit Committee’s meetings were conducted so as to encourage communication among the members of the Audit Committee, management, and our independent registered public accounting firm, Hein & Associates, LLP.  Among other things, the Audit Committee discussed with our internal and independent registered public accounting firmauditors the overall scope and plans for ENGlobal’s audits.  The Audit Committee met separately with the independent registered public accounting firm, with and without management, to discuss the results of their examinations and their observations and recommendations regarding our internal controls.  The Audit Committee also discussed with our independent registered public accounting firm all matters required by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 61, as amended, “Communication with Audit Committees.”as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The Audit Committee reviewed and discussed our audited consolidated financial statements as of and for the year ended December 31, 201028, 2013, with management and our independent registered public

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accounting firm. Management’s discussions with the Audit Committee included a review of critical accounting policies.

The Audit Committee obtained from the independent registered public accounting firm,auditors a formal written statement describing all relationships between us and our auditorsregistered public accounting firm that might bear on the  independence of the independent registered public accounting firm’s independencefirm consistent with the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’sfirm communications with audit committees concerning independence  The Audit Committee discussed with the independent registered public accounting firm any relationships that may have an impact on the auditors’ objectivity and independence and satisfied itself as to the independent registered public accounting firm’sauditors’ independence.  The Audit Committee has reviewed and approved the amount of fees paid to Hein & Associates for audit and non-audit services.  The Audit Committee concluded that the provision of services by Hein & Associates is compatible with the maintenance of Hein & Associates’ independence.

At five of its meetings during 2010,2013, the Audit Committee met with members of senior management and the independent registered public accounting firm to review the certifications provided by the Chief Executive Officer and Chief Financial Officer under the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC and the overall certification process.  At these meetings, Company officers reviewed each of the Sarbanes-Oxley certification requirements concerning internal control over financial reporting and any fraud, whether or not material, involving management or other employees with a significant role in internal control over financial reporting.
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Based on the above-mentioned review and discussions with management, and the independent registered public accounting firm, and subject to the limitations on our role and responsibilities described above and in the Audit Committee Charter, the Audit Committee recommended to the Board of Directors that ENGlobal’s audited consolidated financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2010,28, 2013, for filing with the SEC.

Audit Committee of the Board of Directors,
 
Randall B. Hale, Chairman
David W. Gent, P.E.
David C. Roussel

April 27, 201123, 2014


Principal Auditor Fees

Hein & Associates LLP was appointed as the Company’s independent auditors on December 20, 2013 and has audited the Company’s 2013 and 2012 consolidated financial statements.  During 2013, Hein & Associates LLP did not audit the Corporation’s internal control over financial reporting because the Company is a “smaller reporting company” as defined under the rules of the Exchange Act.  The Audit Committee has appointeddetermined that the audit-related services provided by Hein & Associates LLP as ENGlobal’s independent registered public accounting firm forare compatible with maintaining its independence in the fiscal year ending December 31, 2011.  Representativesconduct of its auditing functions pursuant to the auditor independence rules of the SEC. No non-audit services were provided by Hein & Associates are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.LLP in 2013 or 2012.

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The following table shows the fees paid or accrued by ENGlobal for the audit and other services provided by Hein & Associates LLP for fiscal year 2010years 2013 and 2009.2012.

 2010  2009 2013  2012 
           
Audit Fees $253,300  $355,468 $169,000  $278,000 
Audit-Related Fees  --   --  --   -- 
Tax Fees  --   --  --   -- 
All Other Fees  --   --  --   -- 
Total $253,300  $355,468 $169,000  $278,000 

As defined by the SEC, (i) “audit fees” are fees for professional services rendered by the Company’s independent registered public accounting firm for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by the Company’s independent registered public accounting firm that are reasonably related to the performance of the audit or review of the Company’scompany’s financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by the Company’s independent registered public accounting firm for tax compliance, tax advice, and tax planning; and (iv) ”all“all other fees” are fees for products and services provided by the Company’s independent registered public accounting firm, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”

Pre-Approval Policy
Under applicable SEC rules, except for the ability to designate a portion of this responsibility as described below, the full Audit Committee is required to pre-approve the audit and non-audit services performed by the independent registered public accounting firm in order to ensure that they do not impair the auditors’ independence from ENGlobal.  The Audit Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be presented to the full Audit Committee at its next scheduled meeting.  The SEC’s rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent registered public accounting firm.
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Consistent with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent registered public accounting firm to ENGlobal or any of its subsidiaries, except that the Audit Committee Chairman has the right to approve up to $25,000 of services in any year. During 2010,2013, all fees were pre-approved by the Audit Committee.

OTHER MATTERS

To the best of the knowledge, information and belief of the directors, there are no other matters which are to be acted upon at the Annual Meeting.  If such matters arise, the form of proxy provides that discretionary authority is conferred on the designated persons in the enclosed form of proxy to vote with respect to such matters.

The Company has received no notice of any other items to be submitted for consideration at the Annual Meeting and, except for reports of operations and activities by management, which are for informational purposes only and require no approval or disapproval, and consideration of the minutes of the preceding annual meeting for approval, which may involve technical corrections to the text where actions taken were incorrectly recorded, but which require no action of approval or disapproval of the subject matter,

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management does not know of or contemplate any other business that will be presented for action by the stockholdersshareholders at the Annual Meeting. If any further business is properly presented at the Annual Meeting, the persons named as proxies will act in their discretion on behalf of the stockholdersshareholders they represent.

STOCKHOLDERSHAREHOLDER PROPOSALS FOR 20122015

The 20122015 Annual Meeting of StockholdersShareholders is expected to be held in June 2012.2015.  The Company must receive by January 8, 20126, 2015 any stockholdershareholder proposal intended to be presented at the next annual meeting of stockholdersshareholders for inclusion in the Company’s proxy materials.  Proposals must comply with the proxy rules relating to stockholdershareholder proposals, including Rule 14a-8 under the Securities Exchange Act of 1934, in order to be included in our proxy materials.  Proposals should be delivered to ENGlobal Corporation, 654 N. Sam Houston Parkway E., Suite 400, Houston, Texas 77060-5914, Attention: Corporate Secretary, prior to the specified deadline.

SEC rules and regulations provide that if the date of the Company’s 20122015 Annual Meeting is advanced or delayed more than 30 days from the date of the 20112014 Annual Meeting, stockholdershareholder proposals intended to be included in the proxy materials for the 20122015 Annual Meeting must be received by the Company within a reasonable time before the Company begins to print and mail the proxy materials for the 20122015 Annual Meeting.  The Company will promptly disclose such a change in the earliest possible Quarterlya Current Report on Form 10-Q,8-K upon determination by the Company that the date of the 20122015 Annual Meeting will be advanced or delayed by more than 30 days from the date of the 20112014 Annual Meeting.  If you intend to present a proposal at our 20122015 Annual Meeting, but you do not intend to have it included in our 2012 Proxy Statement,2015 proxy statement, your proposal must be delivered to the Secretary of ENGlobal no later than March 24, 2012.
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22, 2014

ANNUAL REPORT TO STOCKHOLDERSSHAREHOLDERS

We are furnishing our annual report to our stockholdersshareholders over the Internet.  You may read, print and download our annual report at http://www.proxyvote.com.www.proxyvote.com.  You may request the annual report be sent to you by mail or email by following the instructions on the noticeNotice of Internet availabilityAvailability mailed to you on May 6, 2011.2014.  The annual report may also be read, downloaded and printed at www.englobal.com.www.englobal.com.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Proxy Statementproxy statement have been approved by the Board of Directors, and the Board of Directors has authorized the mailing of this Proxy Statementproxy statement to the stockholdersshareholders of the Company.
 
 
 By Order of the Board of Directors,
 
 
Tami Walker
General Counsel and Corporate Secretary


Houston, Texas
May 6, 2014
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PROXY CARD

The undersigned hereby appoints William A. Coskey and Mark A. Hess, either of them, jointly and severally, with power of substitution, to represent and to vote as designated all shares of common stock which the undersigned would be entitled to vote at the Annual Meeting of Shareholders of ENGlobal Corporation, to be held at our headquarters located at 654 N. Sam Houston Parkway E., Suite 400, Houston, Texas 77060, on Thursday, June 19, 2014 at 10:00 a.m., local time, or any adjournment thereof.
1.Election of directors.  
     
 1.William A. Coskey, P.E.3.Randall B. Hale
 2.David W. Gent, P.E.4.David C. Roussel
 [  ] FOR ALL     [ ] WITHHOLD ALL     [ ] FOR ALL EXCEPT
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
2.Ratification of the appointment of Hein & Associates LLP as the independent auditors of ENGlobal for fiscal year 2014.
  
 Natalie S. Hairston
[ ] FOR     [ ] AGAINST     [ ] ABTAIN
[  ]If you plan to attend the Annual Meeting, please check here.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF ALL DIRECTORS, “FOR” THE RATIFICATION OF THE APPOINTMENT OF HEIN & ASSOCIATES LLP AND IN THE PROXY HOLDER'S DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.  THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned acknowledges receipt of the Notice of Annual Meeting of Shareholders and the accompanying proxy statement.
Please sign exactly as name appears hereon and date. If the shares are jointly held, each holder should sign. When signing as an attorney, executor, administrator, trustee, or as an officer signing for a corporation, please give full title under signature.
Date:
 Chief Governance Officer and SecretaryDate:
Signatures of Stockholder(s)  




(PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE)

Houston, Texas
April 29, 2011


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