EVI Industries, Inc.

ENVIROSTAR, INC.
290 N.E. 68^th Street

4500 Biscayne Blvd., Suite 340

Miami, Florida 33138

October 28, 2016

November 27, 2019

Dear Stockholder:

You are cordially invited to attend the 20162019 Annual Meeting of Stockholders of EnviroStar,EVI Industries, Inc., which will be held on November 30, 2016December 16, 2019 at 11:00 a.m., local time, at Apollo Bank, 1150 South Miami Avenue, Miami, Florida 33130.

Please read these materials so that you will know what we plan to do at the Annual Meeting. Also, please sign and return the accompanying proxy card in the postage-paid envelope. This way, your shares will be voted as you direct even if you cannot attend the Annual Meeting.

On behalf of your Board of Directors and our employees, I would like to express our appreciation for your continued support.

Sincerely,

Henry M. Nahmad

	Sincerely,
	Henry M. Nahmad
	Chairman of the Board

EVI Industries, Inc.

The Board of Directors recommends that you vote your shares “FOR ALL” all of the director nominees, and “FOR” each the approval of the Saycompensation of the Company’s Named Executive Officers, and for future advisory votes on Pay Proposal, the WSD Post-Closing Stock Issuance Proposal and the AmendmentNamed Executive Officer compensation to Certificate of Incorporation Proposal.be heldEVERY THREE YEARS.

What if I do not specify on my proxy card how I want my shares voted?

If you execute and mail in your proxy card but do not specify on your proxy card how you want to vote your shares, your shares will be voted “FOR ALL” all of the director nominees, and “FOR” each the approval of the Saycompensation of the Company’s Named Executive Officers, and for future advisory votes on Pay Proposal, the WSD Post-Closing Stock Issuance Proposal and the AmendmentNamed Executive Officer compensation to Certificate of Incorporation Proposal.be heldEVERY THREE YEARS. Although the Board of Directors is not aware of any other matters to be presented at the Annual Meeting, if any other matters are properly brought

before the Annual Meeting, the personsindividuals named in the enclosed proxy card (or their substitutes if they are unavailable) will vote the proxies in accordance with their judgment on those matters.

Can I change my vote?

Yes. You can change your vote at any time before your proxy is voted at the Annual Meeting. If you are the record owner of your shares, you can do this in one of three ways. First, you can send a signed written notice to the Company’s President stating that you would like to revoke your proxy. Second, you can submit a new valid proxy bearing a later date. Third, you can attend the Annual Meeting and vote in person. However, attendance at the Annual Meeting will not, in and of itself, constitute revocation of a previously executed proxy.

If you are not the record owner of your shares and your shares are held in “street name,” you must contact your broker, bank or other nominee to find out how to change your vote.

What vote is required for a proposal to be approved?

Each of the eight director nominees must receive a

The Company’s directors are elected by plurality of the votes cast at the Annual Meeting in order to be elected. This meansvote, meaning that the eightseven director nominees receiving the highestgreatest number of “FOR” votes for election will be elected. A properly executed proxy marked to withhold a vote with respect to the election of one or more director nominees will not be voted with respect to the nominee or nominees indicated, although it will be counted for purposes of determining whether or not a quorum exists.

The compensation of the Company’s Named Executive Officers in connection with the Say on Pay Proposal will be approved, on a non-binding advisory basis, if it receives the affirmative vote of thea majority of the shares of the Company’s Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

With respect to the non-binding advisory vote on the frequency with which the Company should hold future advisory votes on Named Executive Officer compensation, the frequency (every year, every other year, or every three years) which receives the greatest number of votes will be the frequency selected by the stockholders.

Abstentions will be counted for purposes of determining whether or not a quorum exists and will effectively count as votes against the proposal related to the compensation of the Company’s Named Executive Officers but not have any impact on the proposal related to the frequency with which the Company should hold future advisory votes on Named Executive Officer compensation. Provided a quorum exists, failures to vote will not have any impact any proposal.

The vote on the Saycompensation of the Company’s Named Executive Officers and the vote on Pay Proposal isthe frequency with which the Company should hold future advisory votes on Named Executive Officer compensation are advisory only, and neither will not be binding upon the Company or its Board of Directors.Directors or Compensation Committee.

In addition, (i) the affirmative vote of a majority of the votes cast on the WSD Post-Closing Stock Issuance Proposal, at the Annual Meeting or by proxy, will be required to approve such proposal, and (ii) the Amendment to Certificate of Incorporation Proposal will be approved if it receives the affirmative vote of the majority of shares of the Company’s Common Stock entitled to vote on the proposal.

Abstentions will effectively count as votes against each of the Say on Pay Proposal, the WSD Post-Closing Stock Issuance Proposal and the Amendment to Certificate of Incorporation Proposal. Failures to vote will effectively count as votes against the Amendment to Certificate of Incorporation Proposal, but will have no impact on the Say on Pay Proposal or the WSD Post-Closing Stock Issuance Proposal.

Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, may be deemed to have voting power over approximately 65% of the issued and outstanding shares of the Company’s Common Stock. Mr. Nahmad has advised the Company that he intends to vote, or cause to be voted, all of the shares of the Company’s Common Stock over which he has the right to vote or direct the vote “FOR” the election of the eight director nominees named in this Proxy Statement and “FOR” the approval of the Say on Pay Proposal and the Amendment to Certificate of Incorporation Proposal. In addition, Mr. Nahmad has agreed to vote, or cause to be voted, all of the shares of the Company’s Common Stock over which he has the right to vote or direct the vote “FOR” the approval of the WSD Post-Closing Stock Issuance Proposal. Accordingly, if all such shares are voted as indicated or agreed, the election of the eight director nominees and the approval of each of the Say on Pay Proposal, the Amendment to Certificate of Incorporation Proposal and the WSD Post-Closing Stock Issuance Proposal are assured.

If my shares are held in street name, will my broker, bank or other nominee vote my shares for me?

No. If you hold your shares in “street name” and do not give voting instructions to yourthrough a broker, bank or other nominee, thenwhether your broker, bank or other nominee may only vote your shares in its discretion depends on the proposals before the Annual Meeting. The Company’s Common Stock is listed for trading on the NYSE American. Under the rules of the NYSE American, if you do not provide your broker, bank or other nominee with voting instructions with respect to “discretionary” matters, but may not vote your shares, with respect to “non-discretionary” matters. Each of the proposal relating to the election of directors, the Say on Pay Proposal, the WSD Post-Closing Stock Issuance Proposal and the Amendment to Certificate of Incorporation Proposal is a “non-discretionary” matter. As a result, if you hold your shares in “street name,” your broker, bank or other nominee will not have discretion to vote your shares for you on any of the items to be considered at the Annual Meeting if you do not provide voting instructions.Meeting. Accordingly, it is important that “street name” holders give voting instructions to their broker, bank or other nominee by following the voting instructions received from their broker, bank or other nominee.

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What are broker non-votes?

When a broker, bank or other nominee has discretion to vote on one or more proposals at a meeting but does not have discretion to vote on other matters at the meeting, the broker, bank or other nominee will inform the inspector of election that it does not have the authority to vote on the “non-discretionary”certain matters with respect to shares held for beneficial owners whichwho did not provide voting instructions with respect to the “non-discretionary”on those matters. This is generally referred to as a “broker non-vote.”

Because brokers, banks and other nominees will not have discretion to vote on any items of business at the Annual Meeting if they have not received voting instructions from their clients, there will not be “broker non-votes” on any matter presented at the Annual Meeting.

Are there any other matters to be acted upon at the Annual Meeting?

The Company does not know of any other matters to be presented or acted upon at the Annual Meeting.Meeting other than those described in this Proxy Statement. If any other matter is presented at the Annual Meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.

defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance with applicable rules and regulations of the NYSE MKT, the Company is permitted to have an audit committee consisting of just two members.

The Board has determined that each of Messrs. Grunspan and BlyerCommittee is “financially literate” and “independent,”“independent” within the meaning of rules of the NYSE MKTAmerican (including, with respect to their independence, the additional independence requirements applicable to audit committee members thereunder) and applicable Securities and Exchange Commission (“SEC”) rules and regulations, andregulations. In addition, the Board determined that Mr. Blyer is qualifiedLaMacchia qualifies as an “audit committee financial expert,” as defined under Item 407 of Regulation S-K promulgated by the SEC. The Audit Committee metheld four timesformal meetings during the fiscal year ended June 30, 2016.2019.

The Audit Committee operates under a written charter adopted by the Board, which the Audit Committee annually reviews and assesses.assesses at least annually. If the Audit Committee deems it to be appropriate, the Audit Committee recommendsmay amend, or recommend to the full Board changesamendments to, the Audit Committee charter. The Audit Committee charter is posted in the “Investors —– Corporate Governance —– Governance Documents” section of the Company’s website atwww.envirostarinc.com.www.evi-ind.com.

The

Pursuant to its charter, the Audit Committee provides assistance to the Board in fulfilling the Board’s oversight responsibilities with respect to accounting, auditing, financial reporting practices and legal compliance. Under its charter, the Audit Committee reviews: the financial reports and other financial information provided by the Company to the SEC and the public;SEC; the Company’s systems of internal control over financial reporting; and the Company’s auditing, accounting and financial reporting processes generally. The Audit Committee also is responsible for the appointment and retention of, and the Audit Committee reviews and appraises the performance, qualifications and independence of, the Company’s independent registered public accounting firm, and the Audit Committee approves the fees and other compensation to be paid to the Company’s independent registered public accounting firm. A report from the Audit Committee is included in this Proxy Statement on page 29.23.

The Company and Mr. Oretsky have mutually agreed that Mr. Oretsky will not be nominated or stand for re-election at the Annual Meeting and, accordingly, Mr. Oretsky’s service on the Board and the Audit Committee will cease upon the election of directors at the Annual Meeting. Subject to his election at the Annual Meeting, the Board has appointed Glen Kruger to the Audit Committee in place of Mr. Oretsky. The Board determined that Mr. Kruger is “financially literate” and “independent” within the meaning of rules of the NYSE American (including, with respect to his independence, the additional independence requirements applicable to audit committee members thereunder) and applicable SEC rules and regulations, and that he qualifies as an “audit committee financial expert,” as defined under Item 407 of Regulation S-K promulgated by the SEC.

Nominating Committee and Compensation Committee

The Company’s Board does not haveof Directors has a standing aCompensation Committee. The Compensation Committee is comprised of Hal M. Lucas, Chairman, and David Blyer. The Company’s Board of Directors has determined that each member of the Compensation Committee is “independent,” within the meaning of the rules of the NYSE American (including the additional independence requirements applicable to compensation committee members thereunder). The Compensation Committee held two formal meetings during fiscal 2019.

The Compensation Committee operates under a written charter adopted by the Board, which the Compensation Committee reviews and assesses at least annually. If the Compensation Committee deems it to be appropriate, the Compensation Committee will recommend to the full Board changes to the Compensation Committee charter. The Compensation Committee charter is posted in the “Investors – Corporate Governance – Governance Documents” section of the Company’s website atwww.evi-ind.com.

Among other responsibilities set forth in its charter, the Compensation Committee determines the compensation, including base salary and incentive compensation, of the Company’s Chief Executive Officer and, with the input and assistance of the Company’s Chief Executive Officer, determines, or recommends to the full Board, the compensation, including base salary and incentive compensation, of the Company’s other executive officers. The Company’s executive compensation program is designed to align the interests of the Company’s executive officers with those of stockholders, reward performance and long-term value creation, recognize the individual performance, skills and responsibilities of each executive officer, and attract, retain, motivate and reward executive officers who have the experience and ability to conceive and successfully execute the Company’s business strategies. The Compensation Committee reviews the Company’s executive compensation practices as considered to be necessary with a goal of assuring the fairness of the Company’s executive compensation and its support of the strategic goals of the Company. The Compensation Committee also recommends to the full Board, with the input and assistance of the Company’s Chief Executive Officer, the compensation of the Company’s directors and, subject to any permitted delegation, administers the Company’s equity-based compensation and employee stock purchase plans.

Pursuant to its charter, the Compensation Committee has the authority to retain consultants to assist the Compensation Committee in its evaluation of executive compensation, as well as the authority to approve any such consultant’s fees and retention terms. The Compensation Committee has engaged Pearl Meyer & Partners, LLC, a third party compensation consultant (“Pearl Meyer”), to assist the Compensation Committee with respect to certain executive compensation matters, including the compensation of the Company’s Chief Executive Officer.

No Standing Nominating Committee nor charters for either a Compensation Committee or Nominating Committee because, as

As described above, the Company isas a “controlled company” under the rules of the NYSE MKT and is therefore not required to have either committee. The full Board participates in the consideration of director nominees, as described below. However, the determination of the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer, is made by a majority of the Company’s independent directors.

Director Nominations

As a “controlled company,” the Company is not required to causeAmerican, nominees for director of the Company are not required to be selected or recommended to the Board by either a standing nominating committee comprised solely of independent directors or by a majority of the Company’s independent directors. The Company does not have a standing nominating committee nor are directors required to be selected or recommended by a majority of the Company’s independent directors. Instead, the full Board of Directors participates in the consideration of director nominees. The Board believes this structure to be appropriate because, as described above, Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, has, directly or indirectly, voting power over more than 50% of the Company’s outstanding Common Stock and, therefore, is in a position to control the election of the Company’s directors. The Board does not have a charter governing its nomination process. All eight of the nominees for election as a director named in this Proxy Statement were unanimously recommended by the full Board of Directors for submission to the stockholders of the Company as the Board of Directors’ nominees.

While the Board will consider nominees recommended by stockholders, it has not actively solicited recommendations from stockholders. Although the Board has not established specific minimum qualifications, or specific qualities or skills for prospective nominees, the Board, in evaluating director nominees, generally considers, among other things, a potential nominee’s financial and business experience, educational background, understanding of the Company’s business and industry, skills that would complement rather than duplicate skills of existing Board members, demonstrated ability in his or her professional field, integrity and reputation, willingness to work productively with other members of the Board and represent the interests of stockholders as a whole, and time availability to perform the duties of a director, as well asdirector. The Board considers these factors in light of the then currentthen-current size and composition of the Board. Although the Company does not have a formal diversity policy and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the Board, when considering a prospective nominee, the Board will generally take into account diversity of skills, experience and other qualities of the nominee that the Board believes can contribute to the success of

the Company. No weight is assigned to any of the factors and the Board may change its emphasis on certain of these factors from time to time in light of the needs of the Company at the time. The Board will evaluate nominees of stockholders using the same criteria as it uses in evaluating other nominees to the Board.

A stockholder seeking to recommend a prospective nominee for consideration by the Board should submit the recommendation to the Board in the manner described under “Stockholder Communications with the Board of Directors” below, and in compliance with applicable SEC rules and regulations if the stockholder desires for the nominee to be included in the Company’s proxy statement for an annual meeting

PROPOSAL NO. 1 —- ELECTION OF DIRECTORS

The Company’s By-laws provide that the Board of Directors shall consist of no less than three or more than nine directors, and for each director to serve for a term expiring at the Company’s next annual meeting of stockholders. The specific number of directors is set from time to time by resolution of the Board. The Board of Directors currently consists of seveneight directors. All seven

The Board has nominated six of the Company’sits incumbent directors, have been nominatedHenry M. Nahmad, Dennis Mack, David Blyer, Alan M. Grunspan, Timothy P. LaMacchia and Hal M. Lucas, for re-election at the Annual Meeting. In addition, the Board has nominated Glen Kruger for election to the Board at the Annual Meeting. The Company has mutually agreed with each of Michael S. Steiner and Todd Oretsky, current directors of the Company, that Mr. Steiner and Mr. Oretsky will not be nominated or stand for re-election at the Annual Meeting and, accordingly, their service on the Board will cease upon the election of directors at the Annual Meeting. In connection with the foregoing, the Board has set the size of the Board at seven directors, effective as of the Annual Meeting.

Each of the director nominees is nominated to serve for a term expiring at the Company’s 20172020 Annual Meeting of Stockholders. In addition, the Company’s Board of Directors has nominated Dennis Mack for election at the Annual Meeting. In connection with such nomination, the Board has approved an increase in the size of the Board to eight directors, effective upon the election of directors at the Annual Meeting. Each of the eight director nomineesStockholders and has consented to serve for his term. If any director nominee should become unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board.

Nominees for Election as Directors

for Terms Expiring at the Company’s 20172020 Annual Meeting of Stockholders

HENRY M. NAHMAD

Henry Nahmad, age 37,40, has served as a director of the Company and as Chairman, Chief Executive Officer and President of the Company since March 2015. Prior to joining the Company, Mr. Nahmad served as Chief Executive Officer of Chemstar Corp., a provider of food safety and sanitation solutions, from July 2009 to March 2014. From 2001 to 2004 and from 2007 to 2009, Mr. Nahmad worked in various capacities at Watsco, Inc., the largest distributor of HVAC/R products. The Board believes that Mr. Nahmad’s knowledge, leadership skills, business relationships, and experience, including with respect to growth from acquisitions and other strategic transactions, make Mr. Nahmad a valuable member of the Board and benefit the Company, including with respect to its business, operations and growth strategy.

Michael S. Steiner,

DENNIS MACK

Dennis Mack, age 60,75, has served as a director of the Company since 1998November 2016 and as Executive Vice President and Chief Operating Officer of the Company since March 2015. HeOctober 2016 when he was appointed to such position in connection with the Company’s acquisition of substantially all of the assets of Western State Design LLC (“WSD”) at that time. In December 2018, his corporate title was changed to Executive Vice President, Corporate Strategy. Mr. Mack founded WSD in 1974 and served as its President. Since October 2016, he has served as the Company’s Chairman from December 2012 through March 2015. He also served as Chief Executive Officer and President of Western State Design, Inc. (“Western State Design”), the Company from November 1998, whenCompany’s wholly owned subsidiary through which the Company acquired Steiner-Atlantic Corp. (“Steiner-Atlantic”), the Company’s largest operating subsidiary, through March 2015. Mr. Steiner has been President and Chief Executive Officer of Steiner-Atlantic since 1988. The Board believes that, based on his positions with the Company and Steiner-Atlantic, Mr. Steiner provides the Board with a deep understandingsubstantially all of the Company’s operations, products, customers, suppliersassets of WSD and employees, in addition to the Company’s challenges, needs, opportunities and strategies.conducts its business. The Board also believes that it benefits from Mr. Steiner’s understanding of finance, law and taxation gained through his Bachelor of Sciences degree in finance, Juris Doctor degree and Masters of Law degree in taxation.

Venerando J. Indelicato, age 83, has served as a directorMack’s knowledge of the Company since 1967. Mr. Indelicato servedcommercial laundry industry as President and Chief Executive Officer of the Company from December 1967 until November 1998. Since that time, he has been the Chief Financial Officer and Treasurer of the Company. The Board believes that Mr. Indelicato provides the Board with knowledge and anwell as his understanding of the Company’s financesoperations, prospects, products, customers, suppliers and financial statements, in addition to his knowledgeemployees of both the current and historical business and operations of the Company.Western State Design.

DAVID BLYER

David Blyer, age 56,59, has served as a director of the Company since 1998. Since August 2010,April 2017, Mr. Blyer has beenserved as President and Chief Executive Officer of Donor CommunityArreva LLC (“Arreva”), which provides software to serve the fundraising and donor relationship management needs of nonprofit organizations.

Arreva is the successor by merger to DonorCommunity Inc. (“DonorCommunity”), a company that he founded that providesby Mr. Blyer which provided a software platform to non-profit organizations to assist in their operational and fundraising activities. Mr. Blyer served as President and Chief Executive Officer of DonorCommunity from August 2010 until the time of its merger with Telosa Software to form Arreva. Mr. Blyer was Co-Chairman of Stone Profiles LLC (formerly Profiles in Concrete, Inc.), a manufacturer and installer of architectural cast stone for the residential and commercial construction markets, from January 2005

until March 2010. From July 2002 until January 2005, Mr. Blyer was an independent consultant. Mr. Blyer was Chief Executive Officer and President of Vento Software, Inc. (“Vento”), a developer of software for specialized business applications, from 1994, when he co-founded Vento, until November 1999, when Vento was acquired by SPSS Inc. (“SPSS”), a computer software company that developed and distributed technology for the analysis of data in decision-making and which merged with a subsidiary of International Business Machines Corporation in 2010. From November 1999 until December 2000, Mr. Blyer served as Vice President of Vento and, from January 2001 until July 2002, he served as President of the Enabling Technology Division of SPSS. The Board believes that Mr. Blyer brings to the Board broad experience in developing sales and marketing strategies, in addition to business operations skills gained through his founding and running of a number of diverse companies as well as his leading of a division of SPSS, which at the time was a publicly-held company. Mr. Blyer has an MBSMBA in finance.

ALAN M. GRUNSPAN

Alan M. Grunspan, age 56,59, has served as a director of the Company since 1999. Since December 2004, Mr. Grunspan has been a Shareholder of the law firm of Carlton Fields Jorden Burt, P.A. (“Carlton Fields”). From 1989 until he joined Carlton Fields, Mr. Grunspan was a member of the law firm of Kaufman Dickstein & Grunspan, P.A. The Board believes that it benefits from Mr. Grunspan’s service due to, among other things, his over 25 years of experience as a business lawyer with an understanding of the industry in which the Company operates and environmental matters, including those that particularly pertain to the dry cleaning and laundry industry. The Board also believes that Mr. Grunspan brings valuable financing expertise to the Board obtained from his Bachelor of Sciences degree in finance and his legal practice, and that he provides management experience to the Board obtained from his management of a law firm prior to joining Carlton Fields.

Hal M. Lucas,

TIMOTHY P. LaMACCHIA

Timothy P. LaMacchia, age 37,57, has served as a director of the Company since NovemberDecember 2017. Mr. LaMacchia is a private investor. He was a Partner at Ernst & Young LLP from 2002 until his retirement in June 2017. Prior to joining Ernst & Young LLP, Mr. LaMacchia was a Partner at Arthur Andersen LLP, where he was employed since 1986. The Board believes that Mr. LaMacchia provides meaningful insight to the Board and makes important contributions to the Audit Committee, including as a result of his finance and accounting background.

HAL M. LUCAS

Hal M. Lucas, age 40, has served as a director of the Company since 2015. Mr. Lucas is an attorney in private practice. He is a founding partner of the law firm of Lucas Savitz P.L. (and its predecessor), where Mr. Lucas has practiced since 2011. Prior to that time, Mr. Lucas was an attorney at the law firm of Astigarraga Davis Mullins & Grossman, P.A. from 2008 to 2011 and at the law firm of Bilzin Sumberg Baena Price & Axelrod LLP from 2004 to 2008. Mr. Lucas also served as Of Counsel to Astigarraga Davis Mullins & Grossman, P.A. from 2011 to 2013. Mr. Lucas obtained his Juris Doctor degree from The University of Texas School of Law and a Bachelor’s degree in economics and international relations from The Johns Hopkins University. The Board believes that it benefits from Mr. Lucas’ experience in legal and business matters gained from his career as a practicing attorney, and that Mr. Lucas’ experience relating to his co-founding and co-management of Lucas Savitz P.L. is a valuable asset to the Board.

Todd Oretsky,

Glen Kruger

Glen Kruger, age 42,44, has servedbeen nominated for election as a director of the Company since May 2015. Mr. Oretsky is the Managing Member of Jack Oretsky Holdings, LLC. He is an entrepreneur who has successfully bought, built and started businesses. Among other successful ventures, Mr. Oretsky most recently founded Inspired Work Communities LLC (d/b/a Pipeline Workspaces), where he serves as its Chief Executive Officer. Prior to his entrepreneurial career, Mr. Oretsky served as a corporate attorney at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, whereAnnual Meeting. Since February 2017, Mr. Kruger has served a Director, Investment Banking at GCA Advisors, LLC, a global investment bank that provides strategic merger and acquisition, capital markets and private funds advisory services to growth companies and market leaders. From February 2012 until he structured and advised international corporate clients with respect to debt and equity offerings.joined GCA Advisors in February 2017, Mr. Oretsky has an MBA from The Wharton School of the University of Pennsylvania,Kruger was a Juris Doctor degree from NYU School of Law, andDirector, Investment Banking at KeyBanc Capital Markets. He received a Bachelor’s degreeBSc in accountingMechanical Engineering from the University of Florida.Natal (South Africa) and an MBA from Babson College. The Board believes that Mr. Oretsky providesKruger will be a valuable inputcontributor to the Board based on, among other things, his experience in buying, building and starting businesses, as well as his knowledge ofexpertise with respect to the capital markets and experience in structuring acquisitions.

DENNIS MACK

Dennis Mack, age 72, was appointed to serve as Executive Vice President of the Company in connection with the closing of the Company’smerger and acquisition of substantially all of the assets of Western State Design LLC (“WSD”) on October 10, 2016. Mr. Mack is the President of Western State Design, Inc. (“Western State

transactions.

Design”), the Company’s wholly owned subsidiary through which the Company acquired substantially all of the assets of WSD, and he has served as the President of WSD since he founded the company in 1974. The Board has nominated Mr. Mack for election by the Company’s stockholders at the Annual Meeting. The Board believes that it will benefit from Mr. Mack’s knowledge of the commercial laundry industry as well as his understanding of the operations, prospects, products, customers, suppliers and employees of Western State Design.

The Board of Directors Unanimously Recommends that Stockholders

Vote “For” the Election of All Eight of theSeven Director Nominees.

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IDENTIFICATION OF EXECUTIVE OFFICERS

The following individuals are executive officers of the Company:Company as of the date of this Proxy Statement:

Name
Name		Position
Henry M. Nahmad		Chairman, Chief Executive Officer and President
Michael S. Steiner	Dennis Mack	Executive Vice President, and Chief Operating OfficerCorporate Strategy
Dennis MackTom Marks	Executive Vice President, Business Development
Michael S. Steiner	Executive Vice President
Tom Marks		Executive Vice President
Venerando J. Indelicato	Robert H. Lazar	Chief Financial Officer, Chief Accounting Officer and Treasurer

All executive officers serve until they resign or are replaced or removed by the Board of Directors. Set forth below is certain biographical information for Mr. Marks.Messrs. Steiner, Marks and Lazar. Biographical information for the other executive officers of the CompanyMessrs. Nahmad and Mack is set forth in “Proposal No. 1 —– Election of Directors” above.

Tom Marks,, age 57, was appointed to serve60, has served as Executive Vice President of the Company since October 2016 when he was appointed to such position in connection with the closing of the Company’s acquisition of substantially all of the assets of WSD on October 10, 2016.at that time. In December 2018, his corporate title was changed to Executive Vice President, Business Development. Mr. Marks is also Executive Vice President of Western State Design. He has beenwas employed by WSD since 1987, including as Executive Vice President since 2007.

Michael S. Steiner, age 63, has served Executive Vice President of the Company since March 2015 and as a director of the Company since 1998. He served as the Company’s Chairman from December 2012 through March 2015 and the Company’s Chief Operating Officer from March 2015 through December 2018. He also served as Chief Executive Officer and President of the Company from November 1998, when the Company acquired Steiner-Atlantic Corp. (“Steiner-Atlantic”), a wholly owned subsidiary of the Company, through March 2015. Mr. Steiner has been President and Chief Executive Officer of Steiner-Atlantic since 1988. As previously described, the Company and Mr. Steiner have mutually agreed that Mr. Steiner will not be nominated or stand for re-election as a director at the Annual Meeting and, accordingly, his service as a director of the Company will cease upon the election of directors at the Annual Meeting. In addition, it is not expected that Mr. Steiner will be re-appointed as an executive officer of the Company upon the Board’s annual appointment of the Company’s executive officers on the date of the Annual Meeting.

Robert H. Lazar, age 55, was appointed to serve as the Company’s Chief Financial Officer in May 2017 after joining the Company as its Chief Accounting Officer and Vice President of Finance in January 2017. Mr. Lazar previously served as Chief Accounting Officer and Vice President of Finance for Steiner Leisure Limited, a provider of spa services and manufacturer and distributor of cosmetics, where he was employed since 2000. Prior to joining Steiner Leisure Limited, Mr. Lazar worked in various capacities at Arthur Andersen LLP, including as Senior Manager from 1995 to 2000.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Controlling Stockholder; Stockholders Agreements

As the Manager of Symmetric Capital and Symmetric Capital II, Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, may be deemed to have beneficial ownership of all of the shares of the Company’s Common Stock beneficially owned directly or indirectly by Symmetric Capital and Symmetric Capital II. Symmetric Capital and Symmetric Capital II directly own 2,838,194 shares and 1,290,323 shares, respectively, of the Company’s Common Stock, which represent approximately 28%22.4% and 13%10.2%, respectively, of the total number of issued and outstanding shares of the Company’s Common Stock. In addition, as a result of the Stockholders Agreements described below, Symmetric Capital and Mr. Nahmad, as its Manager, have voting power over (i) all 700,100580,100 shares of the Company’s Common Stock owned by Mr. Michael S. Steiner and Mr.his brother, Robert M. Steiner, and (ii) all 1,656,4862,044,990 shares of the Company’s Common Stock owned by WSD, Dennis Mack and Tom Marks. As a result, including shares subject to restricted stock awards granted to Mr. Nahmad which have not yet vested but as to which he has the power to vote, Mr. Nahmad may be deemed to have voting power over a total of 6,485,1037,495,239 shares of the Company’s Common Stock as of November 14, 2019, which represents approximately 65%59.3% of the issued and outstanding shares of the Company’s Common Stock.Stock as of such date. Accordingly, Mr. Nahmad has the voting power to control the election of the Company’s directors and any other matter requiring the affirmative vote or consent of a majority of the outstanding shares of the Company’s Common Stock.

Pursuant to a Stockholders Agreement dated March 6, 2015 between Mr. Nahmad, Symmetric Capital, Mr. Michael Steiner and Mr. Robert Steiner (the “Symmetric Capital —- Steiner Stockholders Agreement”), each of Mr. Michael Steiner and Mr. Robert Steiner agreed to vote all shares of the Company’s Common Stock owned by them at any time during the term of the Symmetric Capital —- Steiner Stockholders Agreement as directed by Mr. Nahmad, as the Manager of Symmetric Capital, and have granted to Mr. Nahmad, as the Manager of the Symmetric Capital, an irrevocable proxy and power of attorney in furtherance thereof. The Symmetric Capital — Steiner Stockholders Agreement also contains, among other things, an agreement by Symmetric Capital and Mr. Nahmad to, until March 6, 2020 (subject to earlier termination of such obligation

under certain circumstances), vote all of the shares of the Company’s Common Stock owned by them in favor of the election of Mr. Michael Steiner to the Company’s Board of Directors. The Symmetric Capital —- Steiner Stockholders Agreement has a term of five years, subject to earlier termination under certain circumstances.

As described in further detail below under “Proposal 3 — The WSD Post-Closing Stock Issuance Proposal,” on

In addition, pursuant to a Stockholders Agreement dated October 10, 2016 between the Company, Mr. Nahmad, Symmetric Capital, Symmetric Capital II, WSD, DennisMr. Mack and TomMr. Marks entered into a Stockholders Agreement (the “Symmetric Capital —– WSD Stockholders Agreement”), pursuant to which, among other things, WSD, Mr. Mack and Mr. Marks have agreed to vote all of the shares of the Company’s Common Stock owned by them at any time during the term of the Symmetric Capital —– WSD Stockholders Agreement as directed by Mr. Nahmad, as the Manager of Symmetric Capital, and have granted to Mr. Nahmad, as the Manager of the Symmetric Capital, an irrevocable proxy and power of attorney in furtherance thereof. The Symmetric Capital —– WSD Stockholders Agreement also contains, among other things, an agreement by Mr. Nahmad, Symmetric Capital and Symmetric Capital II to, until October 10, 2021 (subject to earlier termination of such obligation under certain circumstances), vote all of the shares of the Company’s Common Stock owned by them in favor of the election of Mr. Mack to the Company’s Board of Directors. In addition, under certain circumstances (none of which have occurred to date), during the term of the obligation described in the preceding sentence, Mr. Nahmad, Symmetric Capital and Symmetric Capital II will be required to vote to elect Mr. Marks (in lieu of Mr. Mack) to the Company’s Board of Directors. In accordance with the Symmetric Capital — WSD Stockholders Agreement, Symmetric Capital and Mr. Nahmad, as its Manager, will also have voting control over any future shares of the Company’s Common Stock held by WSD, Dennis Mack or Tom Marks, including the 388,504 shares of the Company’s Common Stock issuable to them pursuant to the Asset Purchase Agreement, as described below under “Proposal 3 — The WSD Post-Closing Stock Issuance Proposal.” The Symmetric Capital —– WSD Stockholders Agreement has a term of five years, subject to earlier termination under certain circumstances.

Related Person Transactions

The Company’s wholly ownedwholly-owned subsidiary, Steiner-Atlantic, leases 27,00028,000 square feet of warehouse and office space from an affiliate of Michael S. Steiner, a current director and Executive Vice President and Chief Operating Officer of the Company, pursuant to a lease agreement dated November 1, 2014. Under the2014, as amended. The lease which has a term of three years, monthlywas extended during December 2018 to run through December 31, 2019. Monthly base rental payments were $10,275 during the first year ofunder the lease and are $10,580 during the second year of the lease and $10,900 during the third year of the lease.$12,000. In addition to base rent, Steiner-Atlantic is responsible under the lease for costs related to real estate

taxes, utilities, maintenance, repairs and insurance. For each ofPayments under this lease totaled approximately $146,000 and $137,000 during the fiscal years ended June 30, 20162019 and 2015, Steiner-Atlantic made payments under this lease, including for rent and property taxes, of approximately $161,000.2018, respectively.

In connection with the closing of the Company’s acquisition of substantially all of the assets of WSD, on

On October 10, 2016, the Company’s wholly ownedwholly-owned subsidiary, Western State Design, entered into a lease with Tylertown LLC,agreement pursuant to which it leases 17,600 square feet of warehouse and office space from an affiliate of Dennis Mack, a director and Tom Marks. As previously described, eachExecutive Vice President, Corporate Strategy of Dennis Mackthe Company, and Tom Marks, was appointed to serve as an Executive Vice President, Business Development of the Company upon the closing of the Company’s acquisition of substantially all of the assets of WSD, and Dennis Mack has been nominated for election to the Company’s Board of Directors at the Annual Meeting. Pursuant to the lease, Western State Design leases an approximately 17,600 square foot facility from Tylertown LLC.Company. Monthly base rental payments are $12,000 during the initial term of the lease are $12,000.lease. In addition to base rent, Western State Design is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. The lease has an initial term of five years and provides for two successive three-year renewal terms at the option of Western State Design.

In connection with the financingCompany. Payments under this lease totaled approximately $144,000 during each of the fiscal years ended June 30, 2019 and 2018.

On October 31, 2017, the Company’s acquisitionwholly-owned subsidiary, Tri-State Technical Services, Inc. (“Tri-State”), entered into lease agreements pursuant to which it leases a total of WSD, on October 10, 2016,81,000 square feet of warehouse and office space from an affiliate of Matt Stephenson, President of Tri-State. Monthly base rental payments total $21,000 during the Company issued and sold to Symmetric Capital II 1,290,323 sharesinitial terms of the leases. In addition to base rent, Tri-State is responsible under the leases for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Each lease has an initial term of five years and provides for two successive three-year renewal terms at the option of the Company. Payments under these leases totaled approximately $252,000 during the fiscal year ended June 30, 2019 and $168,000 during the period from October 31, 2017 through June 30, 2018.

On February 9, 2018, the Company’s Common Stockwholly-owned subsidiary, AAdvantage Laundry Systems, Inc. (“AAdvantage”), entered into a lease agreement pursuant to which it leases a total of 5,000 square feet of warehouse and office space from an affiliate of Mike Zuffinetti, Chief Executive Officer of AAdvantage. Monthly base rental payments are $3,950 during the initial term of the lease. In addition to base rent, AAdvantage is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. The lease has an initial term of five years and provides for two successive three-year renewal terms at the option of the Company. During February 2018, AAdvantage entered into a month-to-month lease agreement with an affiliate of Mike Zuffinetti for a total purchase price of approximately $6,000,00017,000 square feet of warehouse and office space. Monthly base rental payments under this lease were $13,500. This month-to-month lease was terminated on October 31, 2018. In addition, on November 1, 2018, AAdvantage entered into a lease agreement pursuant to which it leases warehouse and office space from an affiliate of Mr. Zuffinetti. Monthly base rental payments were initially $26,000. Pursuant to the lease agreement, on January 1, 2019, the lease expanded to cover additional warehouse space and, in connection therewith, monthly base rental payments increased to $36,000. In addition to base rent, AAdvantage is responsible under the lease for costs related to real estate taxes, utilities, maintenance, repairs and insurance. The lease has an initial term of five years and provides for two successive three-year renewal terms at the option of the Company. Payments under the leases described in this paragraph totaled approximately $369,000 during the fiscal year ended June 30, 2019. Payments under the leases from February 9, 2018 through June 30, 2018 were approximately $87,000.

On September 12, 2018, the Company’s wholly-owned subsidiary, Scott Equipment, Inc. (“Scott Equipment”), entered into lease agreements pursuant to which it leases a Securities Purchase Agreement, dated September 7, 2016, betweentotal of 18,000 square feet of warehouse and office space from an affiliate of Scott Martin, President of Scott Equipment. Monthly base rental payments total $11,000 during the initial terms of the leases. In addition to base rent, Scott Equipment is responsible under the leases for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Each lease has an initial term of five years and provides for two successive three-year renewal terms at the option of the Company. Payments under these leases totaled approximately $114,000 during the fiscal year ended June 30, 2019.

On February 5, 2019, the Company’s wholly-owned subsidiary, PAC Industries Inc. (“PAC Industries”), entered into two lease agreements pursuant to which it leases a total of 29,500 square feet of warehouse and office space from an affiliate of Frank Costabile, President of PAC Industries, and Rocco

Costabile, Director of Finance of PAC Industries. Monthly base rental payments total $14,600 during the initial terms of the leases. In addition to base rent, PAC Industries is responsible under the leases for costs related to real estate taxes, utilities, maintenance, repairs and insurance. Each lease has an initial term of four years and provides for two successive three-year renewal terms at the option of the Company. Payments under these leases totaled approximately $73,000 during the fiscal year ended June 30, 2019.

NAMED EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

The following table sets forth certain summary information concerning compensation which, for the fiscal years ended June 30, 2019 and 2018, the Company and Symmetric Capital II (the “Private Placement Transaction”). As described above,paid to, or accrued on behalf of, Henry M. Nahmad, the Company’s Chairman, Chief Executive Officer and President, is the Manager of Symmetric Capital II and may be deemed to have voting power over the shares which it beneficially owns. The issuance and sale of the shares of the Company’s Common Stock to Symmetric Capital II pursuant tonext two highest paid executive officers during the Securities Purchase Agreement was approved by the Company’s Board of Directors after

receiving a recommendation in favor of the Securities Purchase Agreement from a special committee of the Board composed entirely of independent directors. The special committee, together with legal counsel engaged by it, negotiated the terms and conditions of the Securities Purchase Agreement on behalf of the Company.

NAMED EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table

The following table sets forth certain summary information concerning compensation which the Company paid or accrued to or on behalf of Henry M. Nahmad and Michael S. Steinerfiscal year ended June 30, 2019 (collectively, the “Named Executive Officers”) during the fiscal years ended June 30, 2016 and 2015. Messrs. Nahmad and Steiner were the Company’s only two “Named Executive Officers,” as defined under Item 402 of Regulation S-K promulgated by the SEC, for such fiscal years..

Name and Principal Positions		Year				Salary				Bonus				Stock Awards				Option Awards				Non-Equity Incentive Plan Compensation				Change in Pension Value and Nonqualified Deferred Compensation Earnings				All Other Compensation				Total
Henry M. Nahmad(1) Chairman, Chief Executive Officer and President			2016			$	400,000	(2)			—				—				—				—				—				—			$	400,000
			2015			$	115,385	(2)			—				—				—				—				—				—			$	115,385
Michael S. Steiner(3) Executive Vice President and Chief Operating Officer			2016			$	250,000	(4)			—				—				—				—				—			$	6,615			$	256,615
			2015			$	476,980	(4)			—				—				—				—				—			$	1,924			$	478,904

17 

Compensation Committee’s discussions with, Pearl Meyer & Partners, LLC, a third party compensation consultant, regarding such bonus.

Outstanding Equity Awards at June 30, 2016

Neither

The following table sets forth certain information regarding restricted stock awards of the Company’s Common Stock held by Henry M. Nahmad. Other than as set forth below, none of the Named Executive OfficerOfficers held any restricted stock optionsawards or other equity-based awards, including stock options, of the Company at June 30, 2016.2019.

	Stock Awards
Name	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Henry M. Nahmad	362,917(1)	$13,888,834	-	-
	362,917(2)	$13,888,834	-	-

(1)

Subject to the terms and conditions of the Company’s Equity Incentive Plan and the related award agreement, including as described below under “Compensation Plans and Arrangements,” 75% of these restricted shares are scheduled to vest on November 5, 2040, the date on which Mr. Nahmad will reach the age of 62, and the balance of these restricted shares is scheduled to vest in two remaining equal annual installments in November 2019 and 2020.

(2)

Subject to the terms and conditions of the Company’s Equity Incentive Plan and the related award agreement, including as described below under “Compensation Plans and Arrangements,” 75% of these restricted shares are scheduled to vest on November 5, 2040, the date on which Mr. Nahmad will reach the age of 62, and the balance of these restricted shares is scheduled to vest in two remaining equal annual installments in June 2020 and 2021.

Compensation Plans and Arrangements

The compensation of the Company’s executive officers is reviewed annually by the independent members of the Board.

Neither

As described above, no Named Executive Officer is a party to an employment agreement with the Company. In addition, the Company has no plans or arrangements with eitherany Named Executive Officer which provide for the

payment of retirement benefits, or benefits that would be paid primarily following retirement, other than the Company’s participatory Section 401(k) Profit Sharing Plan, a deferred compensation plan under which the Company matches 50% of employee contributions up to 3%6% of an eligible employee’s yearly compensation.compensation on a discretionary basis. Such compensation is tax deferred under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Further, the Company has no contracts, agreements, plans or arrangements that provide for the payment in the future to eitherany Named Executive Officer following or in connection with his resignation, termination of employment or a change in control of the Company. However, outstanding restricted stock awards of the Company’s Common Stock, including those granted to Mr. Nahmad, will accelerate and immediately vest, to the extent not previously vested or forfeited, in the event of the award holder’s death or Disability (as defined in the award agreements). In addition, pursuant to the Company’s Equity Incentive Plan, such restricted stock awards may, in the discretion of the

18 

Compensation Committee, accelerate and immediately vest, to the extent not previously vested or forfeited, upon a Change in Control of the Company (as defined in the Company’s Equity Incentive Plan). In the event that vesting is accelerated, any unrecognized stock-based compensation expense would be immediately recognized. Had the restricted stock awards held by Mr. Nahmad vested upon his death or Disability or upon a Change in Control of the Company as of June 30, 2019, the value of the accelerated vesting of the restricted shares would have been $27,777,667 (based on the closing price of the Company’s Common Stock on the NYSE American on June 30, 2019 and the number of restricted shares of Common Stock that would have been subject to accelerated vesting) and the Company would have recognized $11,038,027 of stock-based compensation.

19 

PROPOSAL NO. 2 —- NON-BINDING ADVISORY VOTE ON

NAMED EXECUTIVE OFFICER COMPENSATION (THE SAY(SAY ON PAY PROPOSAL)

Pursuant to Section 14A of the Exchange Act and the rules and regulations promulgated thereunder, the Company’s stockholders will be asked at the Annual Meeting to vote, on a non-binding advisory basis, on the compensation of the Company’s Named Executive Officers or(sometimes hereinafter referred to as the Say“Say on Pay Proposal.Proposal”).  

The vote on the Say on Pay Proposal gives the Company’s stockholders the opportunity to express their views on the compensation paid to the Named Executive Officers. The vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers as disclosed in this Proxy Statement. You are urged to read the “Named Executive Officer Compensation” section of this Proxy Statement above for details regarding the compensation paid to the Named Executive Officers during the fiscal year ended June 30, 20162019 and other information with respect to their compensation for services on behalf of the Company.

The Board believes that the Company’s compensation program for its executive officers, including the Named Executive Officers, is appropriately based upon the Company’s performance, the performance and level of responsibility of the executive officer and the market generally with respect to executive officer compensation.  Accordingly,The Board also believes that the Company’s executive compensation program aligns the interests of the Company’s executive officers with those of the Company’s stockholders by compensating the executive officers in a manner designed to advance both the short-and long-term interests of the Company and its stockholders. As a result, the Board recommends that the Company’s stockholders indicate their support for the compensation of the Named Executive Officers by approving the following resolution:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers for the fiscal year ended June 30, 2016,2019, as disclosed pursuant to SEC rules, including the compensation tables and related narrative disclosures included in this Proxy Statement, is hereby APPROVED.”

Stockholders may vote for or against, or abstain from voting on, the Say on Pay Proposal. The compensation of the Named Executive Officers in connection with the Say on Pay Proposal will be approved, on a non-binding advisory basis, if it receives the affirmative vote of thea majority of the shares of the Company’s Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will effectively count as votes against the Say on Pay Proposal. Failures to vote will not have any impact on the Say on Pay Proposal.

The vote on the Say on Pay Proposal is advisory only and will not be binding upon the Company or its Board of Directors.Directors or Compensation Committee. However, the Board appreciatesof Directors and Compensation Committee appreciate the opinions that the Company’s stockholders express in their votes and will consider the outcome of the vote in connection with future executive compensation arrangements.

The Board of Directors Unanimously Recommends that Stockholders

Vote “For” the Say on Pay Proposal.

Fees to Independent Registered public Accounting Firm

FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR

for THE FISCAL YEARS ENDED JUNE 30, 20162019 AND 2015

The following table sets forth the fees billed to the Company by its independent registered public accounting firm for the fiscal years ended June 30, 20162019 and 2015. As described in further detail below under “Independent Registered Public Accounting Firm,” during2018. During January 2016,2018, the Company, upon the approval of the Audit Committee, formally engaged EisnerAmper to serveappointed BDO as the Company’s independent registered public accounting firm. The engagement of EisnerAmper as the Company’sits new independent registered public accounting firm was madefor the fiscal year ended June 30, 2018 in connection with the Company’s receiptplace of notice that Mallah, Furman & Company, P.A.EisnerAmper LLP (“Mallah Furman”EisnerAmper”), the Company’s previous independent registered public accounting firm, was ceasing its practice and that its partners and professional staff were joining the practice of EisnerAmper.firm.

		For the fiscal year ended June 30,
		2016				2015
Audit Fees		$	84,510			$	82,101
Audit-Related Fees			7,777				—
Tax Fees			9,850				9,475
All Other Fees			—				—
Total Fees		$	102,137			$	91,576

Audit Fees. Audit fees were for the audits of the Company’s annual consolidated financial statements for the fiscal years ended June 30, 20162019 and 2015fiscal 2018 included in the Company’s Annual Reports on Form 10-K for those fiscal years, the audit of a subsidiary’s financial statements for those years which are required for inclusion in the subsidiary’s Franchise Disclosure Document, and reviews of the Company’s quarterly financial statements included in the Company’s Quarterly Reports on Form 10-Q during such fiscal years. The audit fees for each fiscal year also include fees related to the auditor attestation of management’s report on internal control over financial reporting included in the Company’s Annual Report on Form 10-K for such fiscal years.year.

Audit-Related Fees.  Audit-related fees for the fiscal year ended June 30, 2016 were $7,777. The Company’s independent registered public accounting firm did not render any audit-related services to the Company during the fiscal years ended June 30, 2015.

Tax Fees.  Tax fees were for services related to tax return preparation and tax advice.

All Other Fees.  No fees other than audit fees, audit-related fees and tax fees were paid by the Company to its independent registered public accounting firm for the fiscal year ended June 30, 20162019 or 2015.fiscal 2018.

In connection with the standards for independence of a company’s independent registered public accounting firm, the Audit Committee considered whether the provision of non-audit services by the Company’s independent registered public accounting firm was compatible with maintaining the independence of such firm in the conduct of its auditing functions.

It is the policy of the Audit Committee that all audit, audit-related, tax and other permissible non-audit services provided by the Company’s independent registered public accounting firm be pre-approved by the Audit Committee. It is expected that pre-approval will be for periods up to one year and be set forth in an engagement letter approved by the Audit Committee that applies to the particular services or category of services to be provided and subject to a specific budget. The policy also requires additional approval of any engagements that were previously approved but are anticipated to exceed the pre-approved fee budget level. The policy permits the Chairman of the Audit Committee to pre-approve the Company’s services by the Company’s independent registered public accounting firm where the Company deems it necessary or advisable that such services commence prior to the next regularly scheduled meeting of the Audit Committee, provided that the Chairman of the Audit Committee is required to report to the full Audit Committee on any pre-approval determinations made in this manner at the next Audit Committee meeting. All of the services performed by the Company’s independent registered public accounting firm during the fiscal years ended June 30, 20162019 and 2015fiscal 2018 were pre-approved by the Audit Committee.

The Audit Committee has selected EisnerAmperBDO to act as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2017.2020. However, the Audit Committee has the right to select different auditors if it deems a change to be in the Company’s best interests.

ADDITIONAL INFORMATION

Stockholder Proposals.  Proposals of stockholders intended to be presented at the Company’s 20172020 Annual Meeting of Stockholders presently scheduled to be held in November 2017, and to be included in the Company’s proxy statement and form of proxy for that meeting must be in writing, directed to the President of the Company and received by the Company at its principal executive offices, 290 N.E. 68^th Street,4500 Biscayne Blvd., Suite 340, Miami, Florida 33138,33137, by JuneJuly 30, 2017.2020. As to any proposals intended to be presented by a stockholder without inclusion in the Company’s proxy statement and form of proxy for the Company’s 20172020 Annual Meeting of Stockholders, the persons designated by the Company as proxy holders for that meeting will be entitled to exercise discretionary authority on that proposal unless the Company receives notice of the matter on or before SeptemberOctober 13, 2017.2020. However, even if such notice is timely received, such proxies may nevertheless be entitled to exercise discretionary authority on that matter to the extent permitted by SEC regulations.

Proxy Solicitation Costs.  The Company will bear the expense of soliciting proxies and of reimbursing brokers, banks and other nominees for the out-of-pocket and clerical expenses of transmitting copies of the proxy materials to the beneficial owners of shares held of record by such persons. The Company does not currently intend to solicit proxies other than by use of the mail, but certain directors, officers and employees of the Company or its subsidiaries, without additional compensation, may solicit proxies personally or by telephone, fax, special letter or otherwise.

	BY ORDER OF THE BOARD OF DIRECTORS
	Henry M. Nahmad
	Chairman of the Board

November 27, 2019

IMPORTANT ANNUAL MEETING INFORMATION Using a black inkpen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X Annual Meeting Proxy Card • PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • A Proposals — The Board of Directors recommends a vote FOR all of the director nominees listed in Proposal 1, FOR Proposal 2 and EVERY 3 YEARS for Proposal 3. + 1. Election of Seven Directors 01 - Henry M. Nahmad 02 - Dennis Mack 03 - David Blyer 04 - Alan M. Grunspan 05 - Timothy P. LaMacchia 06 - Hal M. Lucas 07 - Glen Kruger Mark here to vote Mark here to WITHHOLD For All EXCEPT - To withhold authority to vote for any FORall nominees vote from all nominees nominee(s), mark here and write the name(s) of such nominee(s) below. Every Every Every For Against Abstain Year 2 Years 3 Years Abstain 3. Non-binding advisory vote on the frequency with which 2. Non-binding advisory vote to approve Named Executive the Company should hold future advisory votes on Officer compensation. Named Executive Officer compensation. 4. In his discretion, the proxy is authorized to vote upon such other matters as may properly come before the meeting B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign your name or names exactly as set forth hereon. When stock is in the name of more than one person, each such person should sign the proxy. When signing as attorney, executor, administrator, trustee or guardian, please indicate the capacity in which you are acting. Proxies executed by corporations should be signed by a duly authorized officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX + 035MEC

.. IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 16, 2019 THE PROXYSTATEMENT AND THE ANNUALREPORTTO STOCKHOLDERS ARE AVAILABLE AT: http://www.edocumentview.com/EVI • PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • REVOCABLE PROXY— EVI Industries, Inc. + THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Henry M. Nahmad
Chairman and Robert H. Lazar, and each of them acting alone, proxies, with full power of substitution, to represent the Board

October 28, 2016

Appendix A

FORM OF
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
ENVIROSTAR, INC.

EnviroStar, Inc., a corporation organizedundersigned and existing under and by virtuevote as designated on the reverse all of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST:  That, at a meeting of the Board of Directors of the Corporation duly called and held, resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, as amended, declaring said amendment to be advisable and calling for consideration thereof at a meeting of the stockholders of the Corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that Article FOURTH of the Certificate of Incorporation of the Corporation, as amended, be further amended to increase the number of shares of Common Stock par value $.025 per share, whichof EVI Industries, Inc. held of record by the Corporation is authorized to issue from 15,000,000 shares to 20,000,000 shares, so that,undersigned as amended hereby, said Article FOURTH shall be and read as follows:

“FOURTH:  The total number of shares of capital stock which the Corporation is authorized to issue is 20,200,000 shares, consisting of:

(1) 20,000,000 shares of Common Stock, having a par value of $.025 per share; and

(2) 200,000 shares of Preferred Stock having a par value of $1.00 per share. The Board of Directors of the Corporation is authorized, subject to limitations prescribed by law and by filing any certificate prescribed by law, to provide forclose of business on November 14, 2019 at the issuanceAnnual Meeting of such Preferred Stock in series and to establish the numberStockholders of sharesEVI Industries, Inc. to be includedheld on December 16, 2019 (including any adjournments or postponements thereof) and with discretionary power upon such other business as may come before the meeting, hereby revoking any proxies heretofore given. Each properly executed proxy will be voted in each such series, the fully or limited voting powers, ormanner directed on the denial of voting powers, of each such series, and such designations, preferences and relative, participating, optional or other special rights, andreverse by the qualifications or restrictions and other distinguishing characteristics, if any, ofundersigned stockholder. If no direction is made, the shares of each such series. The authority of the Board of Directorsrepresented by this proxy will be voted “FOR” all seven director nominees listed in Proposal 1, “FOR” Proposal 2 and for “EVERY 3 YEARS” with respect to Proposal 3. Stockholders who desire to have stock voted at the shares of each such series shall include, without limitation, determination of the following:

(a) the number of shares of each such seriesmeeting are requested to fill in, date, sign and the designation thereof;

(b) the annual rate or amount of dividends,return this proxy. No postage is required if any, payable on shares of each such series (which dividends would be payable in preference to any dividends on Common Stock), whether such dividends shall be cumulative or non-cumulative, and the conditions upon which, and/or the date when, such dividends shall be payable;

(c) whether the shares of each such series shall be redeemable and, if so, the terms and conditions of such redemption, including the time or times when, and the price or prices at which, shares of each such series may be redeemed;

(d) the amount, if any, payable on shares of each such seriesreturned in the event of liquidation, dissolution or winding up ofenclosed envelope and mailed in the affairs ofUnited States. PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE Stockholders may obtain directions to be able to attend the Corporation;

(e) whethermeeting and vote in person by calling the shares of each such series shall be convertible into or exchangeable for shares of any other class, or any series of the same or any other class,Company at 305-402-9300. (Continued and if so, the terms and conditions thereof, including the price or prices, or the rate or rates, at which shares of each such series shall be so convertible or exchangeable, and the adjustment which shall be made, and the circumstances in which such adjustments shall be made, in such conversion or exchange prices or rates; and

(f) whether the shares of each such series shall have any voting rights in addition to those prescribed by law and, if so, the terms and conditions of exercise of voting rights.”

SECOND: That, thereafter, the Board of Directors directed that the amendment be considered at the next annual meeting of the stockholders of the Corporation; such annual meeting of the stockholders was duly called and held upon notice in accordance with Sections 222 and 242 of the General Corporation Law of the State of Delaware; and at such annual meeting of stockholders, a majority of the outstanding shares of the Corporation’s Common Stock entitled to vote on the amendment was voted in favor of the amendment, and no other class of the Corporation’s stock was entitled to vote on the amendment.

THIRD: That the amendment was duly adopted and approved in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its duly authorized officer, effective ason the reverse side) C Non-Voting Items Change of this      day of            , 2016.Address —Please print your new address below. Comments— Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS AAND B ON THE REVERSE SIDE OF THIS CARD. +

By:

Henry M. Nahmad, Chief Executive Officer