Current Report Filing (8-k)
November 20 2019 - 3:45PM
Edgar (US Regulatory)
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
November 20, 2019
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
(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):
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
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 t
o 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:
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.
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