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 10, 2026
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 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 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
On September 10, 2026, ePlus inc. (“ePlus”) held
its 2026 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
increase ePlus’ authorized shares of common stock from 50,000,000 shares to
75,000,000 shares (the “Amendment”). The Amendment was filed with the State of
Delaware on September 10, 2026, and became effective on September 10, 2026. 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.
The Annual Meeting of ePlus inc. was held on September 10, 2026. There were present, in person or by proxy, holders of 24,855,694 shares of our common stock, or 95.14% 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:
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For
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Against
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Abstain
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Broker Non-Vote
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Melissa J. Ballenger
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23,319,974
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478,023
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14,792
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1,042,905
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Renée Bergeron
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23,247,857
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550,093
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14,839
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1,042,905
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Bruce M. Bowen
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23,483,662
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317,487
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11,640
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1,042,905
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John E. Callies
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22,825,941
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975,196
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11,652
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1,042,905
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Ira A. Hunt, III
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23,054,307
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746,794
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11,688
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1,042,905
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John M. Lutz
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23,673,363
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127,786
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11,640
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1,042,905
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Mark P. Marron
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23,552,618
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248,643
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11,528
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1,042,905
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Maureen F. Morrison
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23,046,403
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755,033
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11,353
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1,042,905
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Michael J. Portegello
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23,524,985
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276,164
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11,640
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1,042,905
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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:
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For:
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22,592,717
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Against:
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886,920
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Abstain:
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333,152
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Broker non-votes:
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1,042,905
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3. Ratification of the selection of Deloitte & Touche LLP as our independent registered accounting firm for fiscal year 2027 (included as Proposal 3 in the Proxy Statement). The proposal was approved by a vote of shareholders as follows:
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For:
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24,465,420
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Against:
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389,077
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Abstain:
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1,197
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4. Approval to amend ePlus' Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock. The proposal was approved by a vote of shareholders as follows:
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For:
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24,394,825
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Against:
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453,182
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Abstain:
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7,687
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Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed as part of this
report:
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Exhibit No.
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Description
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99.1
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Certificate of Amendment to the ePlus inc. Amended and Restated Certificate of Incorporation (filed herewith)
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104
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Cover Page Interactive Date File (embedded within the
Inline XBRL document)
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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 hereunto duly authorized.
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ePlus inc.
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By: /s/ Elaine D. Marion
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Elaine D. Marion
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Chief Financial Officer
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Date: September 14, 2026
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2026-09-10
2026-09-10
