ePlus Proxy Results: Compensation Advisory Approved and Deloitte Ratified

Rhea-AI Filing Summary

ePlus Inc. reported the results of its shareholder votes held in connection with its proxy. All director nominees were elected by shareholders. An advisory vote on executive compensation was approved with 20,889,682 votes for, 2,422,490 against and 63,233 abstentions; there were 1,048,860 broker non-votes. Shareholders also ratified the selection of Deloitte & Touche LLP as the company’s independent registered accounting firm for fiscal year 2026, with 23,891,323 votes for, 528,043 against and 4,899 abstentions.

Positive

• All director nominees were elected by shareholders.
• Advisory approval of executive compensation passed with 20,889,682 votes for.
• Deloitte & Touche LLP was ratified as independent registered accounting firm for fiscal year 2026 with 23,891,323 votes for.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine governance matters passed decisively; director slate and auditor ratification received strong shareholder support.

The election of each nominee and the ratification of Deloitte & Touche LLP indicate shareholder alignment with management’s governance decisions. The advisory approval of executive compensation passed with a substantial majority, though a meaningful minority (~10%) voted against, indicating some shareholder concern about pay practices. Broker non-votes total 1,048,860, which did not prevent passage of proposals. These results are procedural and do not signal an immediate change in strategy or leadership.

Securities Analyst

TL;DR: Voting outcomes were largely favorable and routine; no material financial implications disclosed.

The proxy outcomes — election of directors, advisory approval of named executive officer compensation, and auditor ratification — are standard corporate governance items. Vote totals are provided for transparency: the auditor ratification passed overwhelmingly with 23.9M votes for. There are no disclosures here of management changes, financial restatements, or material transactions tied to these votes, so the immediate investor impact appears neutral.

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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 16, 2025

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

The Annual Meeting of ePlus inc. was held on September 16, 2025.  There were present, in person or by proxy, holders of 24,424,265 shares of our common stock, or 91.73% 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	Against	Abstain		Broker Non-Vote
Melissa J. Ballenger	23,182,725	181,450		11,230	1,048,860
Renée Bergeron	22,401,102	963,073		11,230	1,048,860
Bruce M. Bowen	23,011,065	355,891		8,449	1,048,860
John E. Callies	22,103,288	1,265,686		6,431	1,048,860
Ira A. Hunt, III	22,386,307	980,652		8,446	1,048,860
Mark P. Marron	23,040,453	330,747		4,205	1,048,860
Maureen F. Morrison	22,461,755	910,249		3,401	1,048,860

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:		20,889,682
	Against:		2,422,490
	Abstain:		63,233
	Broker non-votes:		1,048,860

3.  Ratification of the selection of Deloitte & Touche LLP as our independent registered accounting firm for fiscal year 2026 (included as Proposal 3 in the Proxy Statement).  The proposal was approved by a vote of shareholders as follows:

	For:		23,891,323
	Against:		528,043
	Abstain:		4,899

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.

ePlus inc.

By: /s/ Elaine D. Marion

Elaine D. Marion

Chief Financial Officer

Date: September 18, 2025

FAQ

What were the results of the ePlus (PLUS) director elections?

Each nominee was elected as a director; the filing states that each nominee was elected (no individual vote totals provided).

How did shareholders vote on executive compensation for ePlus (PLUS)?

The advisory vote on named executive officer compensation was approved with 20,889,682 for, 2,422,490 against and 63,233 abstentions; broker non-votes: 1,048,860.

Was the independent auditor for ePlus (PLUS) ratified?

Yes. Shareholders ratified Deloitte & Touche LLP as the independent registered accounting firm for fiscal year 2026 with 23,891,323 for, 528,043 against and 4,899 abstentions.

Are there any management changes or material transactions disclosed in this 8-K?

No. The filing contains only voting results for director elections, advisory compensation vote, and auditor ratification; no management changes or transactions are disclosed.