8-K

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

Date of Report (Date of earliest event reported): July 22, 2019

ePlus inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34167	54-1817218
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

13595 Dulles Technology Drive Herndon, VA 20171-3413

(Address, including zip code, of principal executive offices)

(703) 984-8400

(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 below):

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	PLUS	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.     ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On July 22, 2019, pursuant to Article III of the Company's Amended and Restated Bylaws, the Board of Directors (the "Board") expanded the size of the Board and appointed Ben Xiang to the Board, bringing the number of Board members to eleven. Mr. Xiang's term will continue until the Company's next Annual Meeting of Shareholders ("Annual Meeting"), or his resignation or removal, if earlier. Also, effective as of the date of the Company's next Annual Meeting, three directors will be retiring pursuant to the Company's Corporate Governance Guidelines, and the number of directors will be reduced to eight.

There are no family relationships between Mr. Xiang and any director or executive officer of the Company. The Board further determined that Mr. Xiang is an independent director within the meaning of the Nasdaq Marketplace Rules. Mr. Xiang will receive an annual compensation of $82,500 in cash and on September 25, 2019, will receive $76,875 in restricted stock, which will be the same as compensation of the outside directors serving on the Board at that time. Mr. Xiang also received an initial restricted stock grant of 191 shares on July 22, 2019, pursuant to ePlus' 2017 Non-Employee Director Long-Term Incentive Plan. The shares will vest over two years as follows: one-half will vest on the first anniversary of the grant and the remaining half will vest on the second anniversary of the grant. Mr. Xiang, who is 34 years old, will be appointed to Board committees in the near future.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report:

Exhibit No.	Description
99.1	Press release dated July 25, 2019, issued by ePlus inc.

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 hereunto duly authorized.

ePlus inc.

By: /s/ Elaine D. Marion

Elaine D. Marion

Chief Financial Officer

Date: July 25, 2019

EX-99.1

EXHIBIT 99.1

ePlus Adds New Member to Board of Directors

Ben Xiang Brings Significant Experience in Cross-Border M&A and Emerging Technologies to the ePlus Board

HERNDON, VA – July 25, 2019 – ePlus inc. (NASDAQ NGS: PLUS – news) today announced that Ben Xiang has been appointed as a member of its Board of Directors. Mr. Xiang will fill a newly-created board seat as an independent director.

“We are pleased to welcome Mr. Xiang to the Board,” said Mark Marron, CEO and president of ePlus. “He has substantial expertise in emerging technologies and global markets, which are two important focus areas for ePlus. Mr. Xiang’s contributions will provide valuable perspective to our Board and tremendous benefit to our Company.”

“I am honored and excited to join the Board of Directors at ePlus and look forward to contributing to the Company’s success as it continues to grow globally,” said Mr. Xiang.

Mr. Xiang is a global executive for the Internet of Things, Artificial Intelligence, and Mixed-Reality business at Ingram Micro, the world’s largest IT distributor. In this role, he is responsible for creating a new global business unit while overseeing solution development, engineering, and go-to-market.

In addition to previous roles at Ingram Micro in corporate development, his extensive background in cross-border M&A, post-merger integrations, and business operations includes execution of global transactions in cloud computing, e-commerce, and mobility services. Prior to joining Ingram, Mr. Xiang was Managing Director of Fortress Consulting, a management consulting firm supporting Fortune 500 companies in the US, Europe, and China. In 2009, he joined the CITIC Group as a Director focusing on investments in technology and media. Prior to that, Mr. Xiang worked for Sony BMG in the areas of digital strategy and transformation. He holds a degree in Finance and Management from the Wharton School at the University of Pennsylvania.

Mr. Xiang’s biography is available on ePlus' investor relations website: https://www.eplus.com/why-eplus/leadership

About ePlus inc.

ePlus is a leading consultative technology solutions provider that helps customers imagine, implement, and achieve more from their technology.  With the highest certifications from top technology partners and expertise in key technologies from cloud to security and digital infrastructure, ePlus transforms IT from a cost center to a business enabler.  Founded in 1990, ePlus has more than 1,500 associates serving a diverse set of customers in the U.S., Europe, and Asia-Pac.  The Company is headquartered at 13595 Dulles Technology Drive, Herndon, VA, 20171.  For more information, visit www.eplus.com, call 888-482-1122, or email info@eplus.com. Connect with ePlus on LinkedIn, Twitter, or Facebook.  

ePlus.  Where Technology Means More^®.

ePlus®, Where Technology Means More®, and ePlus products referenced herein are either registered trademarks or trademarks of ePlus inc. in the United States and/or other countries.  The names of other companies, products, and services mentioned herein may be the trademarks of their respective owners.

Contact:

Kleyton Parkhurst, SVP

ePlus inc.

kparkhurst@eplus.com

703-984-8150