Item 5.07 Submission of Matters to a Vote of Security Holders.
In a Current Report on Form 8-K filed by Ecology and Environment Inc. ("E&E" or
the "Company") on November 20, 2019 (the "Original Report"), the Company
reported the voting results of a special meeting of its stockholders held on
November 20, 2019. This Current Report on Form 8-K/A amends the Original Report
solely to amend an immaterial, typographical error in the results table of the
Adjournment Proposal (as defined below) under the heading "Shares Voted For" and
in the row "Class B Common Stock (1 vote per share)". This correction is
immaterial and does not impact the outcome of the vote as previously disclosed
in the Original Report. For the convenience of the reader, the complete Original
Report, as amended hereby, is set forth below. The Original Report is not
modified in any other respects.
On November 20, 2019, Ecology and Environment Inc., a New York corporation
("E&E" or the "Company"), held a special meeting of the Company's stockholders
(the "Special Meeting").
The following matters were submitted to a vote of the Company's stockholders at
the Special Meeting: (i) a proposal to adopt the Agreement and Plan of Merger,
dated as of August 28, 2019 (the "Merger Agreement"), by and among WSP Global
Inc., a Canadian corporation, Everest Acquisition Corp., a New York corporation
and indirect wholly owned subsidiary of WSP Global Inc. and the Company (the
"Merger Agreement Proposal"); (ii) a proposal to approve, on an advisory
(non-binding) basis, the compensation that may be paid or become payable to
E&E's named executive officers that is based on or otherwise relates to the
merger (the "Merger") contemplated by the Merger Agreement (the "Compensation
Proposal"); and (iii) a proposal to approve an adjournment of the Special
Meeting, if necessary or appropriate, to solicit additional proxies if there are
not sufficient votes at the time of the Special Meeting to approve the Merger
Agreement Proposal (the "Adjournment Proposal"). These proposals are described
in more detail in the definitive proxy statement filed by E&E on October 8,
2019. The number of shares of Class A common stock, $0.01 par value per share,
of E&E (the "Class A Common Stock") outstanding and eligible to vote as of the
record date for the Special Meeting, October 4, 2019 (the "Record Date"), was
3,138,323, and the number of shares of Class B common stock, $0.01 par value per
share, of E&E (the "Class B Common Stock" and, together with the Class A Common
Stock, the "E&E Common Stock") outstanding and eligible to vote as of the Record
Date was 1,191,678. A total of 3,335,490 shares of E&E Common Stock (77%) were
represented at the Special Meeting in person or by proxy, constituting a quorum
to conduct business.
Each of the matters submitted to a vote of the Company's stockholders at the
Special Meeting was approved by the requisite vote of the Company's
stockholders. The final voting results were as follows:
1. The Merger Agreement Proposal:
Adoption of the Merger Shares Voted
Agreement Shares Voted For Against Abstentions Broker Non-Votes
Class A Common Stock (1/10 2,148,192 5,819 2,884 0
vote per share)
Class B Common Stock (1 vote 1,178,407 0 0 0
per share)
2. The Compensation Proposal:
Advisory Vote to Approve Shares Voted
Executive Compensation Shares Voted For Against Abstentions Broker Non-Votes
Class A Common Stock (1/10 2,070,689 45,239 40,965 0
vote per share)
Class B Common Stock (1 vote 1,178,407 0 0 0
per share)
3. The Adjournment Proposal:
Adjournment of the Special Shares Voted
Meeting Shares Voted For Against Abstentions Broker Non-Votes
Class A Common Stock (1/10 2,122,944 25,354 8,597 0
vote per share)
Class B Common Stock (1 vote 1,177,660 0 747 0
per share)
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