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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 14, 2023

ePlus inc.
(Exact name of registrant as specified in its charter)

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

13595 Dulles Technology Drive
Herndon, Virginia 20171-3413
(Address of principal executive offices, including zip code)

(703) 984-8400
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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 Securities Exchange Act of 1934:

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

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 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 14, 2023, ePlus inc. (“ePlus”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”), as further described in Item 5.07 below, at which ePlus’ stockholders approved an amendment to ePlus’ Amended and Restated Certificate of Incorporation to limit the personal liability of certain officers of ePlus as permitted by recent amendments to the General Corporation Law of the State of Delaware (the “Amendment”). The Amendment was filed with the State of Delaware on September 15, 2023, and became effective on September 18, 2023. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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

At the Annual Meeting, there were present, in person or by proxy, holders of 24,720,417 shares of our common stock, or 91.76% 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
Renée Bergeron
23,846,575
  
43,816
  
830,026
  
Bruce M. Bowen
23,246,962
  
643,429
  
830,026
  
John E. Callies
23,031,384
  
859,007
  
830,026
  
C. Thomas Faulders, III
23,030,862
  
859,529
  
830,026
  
Eric D. Hovde
22,422,395
  
1,467,996
  
830,026
  
Ira A. Hunt, III
23,343,121
  
547,270
  
830,026
  
Mark P. Marron
23,260,169
  
630,222
  
830,026
  
Maureen F. Morrison 
23,402,034
  
488,357
  
830,026
  
Ben Xiang
21,275,536
  
2,614,855
  
830,026
  

Each nominee was elected a director of ePlus.

2.  Advisory vote on the compensation of our named executive officers, as disclosed in our Proxy Statement (included as Proposal 2 in the Proxy Statement). The proposal was approved by a vote of shareholders as follows:

 
For:
  
22,531,163
 
Against:
  
1,319,973
 
Abstain:
  
39,255
 
Broker non-votes:
  
830,026

3.  Ratification of the selection of Deloitte & Touche LLP as our independent registered accounting firm for fiscal year 2024 (included as Proposal 3 in the Proxy Statement).  The proposal was approved by a vote of shareholders as follows:

 
For:
  
24,419,319
 
Against:
  
289,295
 
Abstain:
  
11,803

4.  Approval to amend ePlus' Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (included as Proposal 4 in the Proxy Statement).  The proposal was approved by a vote of shareholders as follows:

 
For:
  
20,260,870
 
Against:
  
3,580,009
 
Abstain:
  
49,512
 
Broker non-votes:
  
830,026

Item 9.01 Financial Statements and Exhibits

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

Exhibit No.
Description
   
3.1
Certificate of Amendment to the ePlus inc. Amended and Restated Certificate of Incorporation (filed herewith)
   
104
Cover Page Interactive Date File (embedded within the Inline XBRL document)




SIGNATURES

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 19, 2023



EX-3.1 2 ex3-1.htm EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION
EXHIBIT 3.1

CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
EPLUS INC.
 

Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
 

ePlus inc., a corporation organized and existing under the laws of the state of Delaware (the “Corporation”), does hereby certify that:

1.
Article Seventh of the Amended and Restated Certificate of Incorporation of the Corporation (the “Charter”), shall be deleted in its entirety.
2.
A new Article Seventh, the text of which is set forth below, shall be added to the Charter immediately after the existing Article Sixth of the Charter:

SEVENTH
No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable; provided, however, that the foregoing shall not eliminate or limit the liability of a director or officer (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the director or officer derived an improper personal benefit, or (iv) as applicable solely to directors, for any payment of a dividend or approval of a stock repurchase that is illegal under Section 174 of the Delaware General Corporation Law. No amendment (including any amendment effected by operation of law, by merger, consolidation or otherwise) to or repeal of this paragraph shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

3.
This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
4.
This Certificate of Amendment shall become effective at 5:00 p.m., Eastern Time, on September 18, 2023.



IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 15th day of September 2023.


 
By:
/s/ Erica S. Stoecker
 
Authorized Officer Title:
Corporate Secretary
 
Name
Erica S. Stoecker