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): September 16, 2021

ePlus inc.

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, Virginia 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	The 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.

On September 16, 2021, the shareholders of ePlus inc. (the "Company") approved the ePlus inc. 2021 Employee Long-Term Incentive Plan (the "Plan") at the Company's annual meeting of shareholders (the "Annual Meeting"). The Company's shareholders approved the Plan in accordance with the voting results set forth below under Item 5.07. The Plan was previously adopted by the Company's Board of Directors on July 21, 2021, subject to shareholder approval.

The Plan replaces the ePlus inc. 2012 Non-Employee Director Long-Term Incentive Plan, as approved by the Company's stockholders on September 13, 2012. The material terms of the Plan were described in the Company's definitive Proxy Statement (the "Proxy Statement") filed with the Securities and Exchange Commission (the "SEC") on July 23, 2021, under the caption "Proposal 4 - Approval of the 2021 Employee Long-Term Incentive Plan" and further described in an additional definitive Proxy Soliciting Material and Rule 14(a)(12) Material filed with the SEC on September 7, 2021. The Plan authorizes the grants of equity incentive awards in the form of restricted stock to the Company's employees as more fully described in the Company's Proxy Statement.

The above description of the Plan does not purport to be complete, and is qualified in its entirety by the full text of the Plan, set forth in Exhibit 10.1, and incorporated herein by reference.

Item 5.07.  Submission of Matters to a Vote of Security Holders.

The Annual Meeting of ePlus inc. was held on September 16, 2021.  There were present, in person or by proxy, holders of 12,439,275 shares of our common stock, or 92.07% of all shares of common stock eligible to be voted at the meeting. The final voting results on all matters are disclosed below.

1.  Election of the following directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified (included as Proposal 1 in the proxy statement).  Each nominee for director was elected by a vote of the shareholders as follows:

	For	Withheld	Broker Non-Vote
Bruce M. Bowen	11,633,017	380,518	425,740
John E. Callies	11,717,460	296,075	425,740
C. Thomas Faulders, III	11,633,244	380,291	425,740
Eric D. Hovde	8,145,096	3,868,439	425,740
Ira A. Hunt, III	8,965,775	3,047,759	425,740
Mark P. Marron	11,762,154	251,380	425,740
Maureen F. Morrison	11,514,744	498,791	425,740
Ben Xiang	11,934,518	79,016	425,740

Each nominee was elected a director of ePlus inc.

2.  The advisory vote on the compensation of our named executive officers, as disclosed in our proxy statement (included as Proposal 2 in the proxy statement), was approved by the following vote:

For:	11,690,048
Against:	240,967
Abstain:	82,519
Broker non-votes:	425,740

3.  Ratification of the selection of Deloitte & Touche LLP as our independent registered accounting firm for fiscal year 2022 (included as Proposal 3 in the proxy statement).  The proposal was approved by a vote of shareholders as follows:

For:	12,274,858
Against:	157,705
Abstain:	6,712
Broker non-votes:	0

4.  Approval of the 2021 Employee Long-Term Incentive Plan (included as Annex A in the proxy statement).  The proposal was approved by a vote of shareholders as follows:

For:	8,935,556
Against:	3,077,226
Abstain:	753
Broker non-votes:	425,740

Item 9.01 Financial Statements and Exhibits

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

Exhibit No.	Description
10.1	ePlus 2021 Employee Long-term Incentive Plan

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: September 22, 2021