UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 21, 2016
Date of Report (Date of earliest event reported)
Ecology and Environment, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number 1-9065
| New York | | 16-0971022 |
| (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification Number) |
| 368 Pleasant View Drive | | |
| Lancaster, New York | | 14086 |
| (Address of principal executive offices) | | (Zip code) |
(716) 684-8060
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
| ☐ | Written communications pursuant to Rule 245 under the Securities Act (17 CFT 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFT 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFT 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFT 240.13e-4c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain officers. |
Dr. Michael R. Cellino, who has served as a Director of Ecology and Environment, Inc. (the “Company”) since 2015, has announced his decision not to stand for re-election as a Director. Mr. Cellino’s tenure as a Director will terminate effective with the Company’s Annual Meeting of Shareholders to be held on April 20, 2017. Dr. Cellino’s decision was for personal reasons, and did not result from any disagreement with the Company’s Board of Directors. The Board of Directors is conducting a search for candidates to succeed Dr. Cellino.
Dr. Cellino currently serves as a member of the Audit Committee and as a rotating member of the Governance, Nominating and Compensation Committee.
A copy of Dr. Cellino’s letter to the Company’s Board of Directors is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | | Description |
| | Letter Dr. Michael R. Cellino to the Board of Directors of Ecology and Environment, Inc. dated December 21, 2016 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | ECOLOGY AND ENVIRONMENT, INC. |
| | | | |
| By | /s/ Ronald L. Frank | |
| | | Ronald L. Frank | |
| | | Executive Vice President | |
| | | | |
| Dated: January 13, 2017 | | | |
