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 15, 2020




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
 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 15, 2020.  There were present, in person or by proxy, holders of 12,791,397 shares of our common stock, or 94.38% 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
12,034,589
  
210,434
  
546,374
 
John E. Callies
12,157,052
  
87,971
  
546,374
 
C. Thomas Faulders, III
11,931,288
  
313,735
  
546,374
 
Eric D. Hovde
9,380,829
  
2,864,194
  
546,374
 
Ira A. Hunt, III
11,639,700
  
605,323
  
546,374
 
Mark P. Marron
12,050,748
  
194,275
  
546,374
 
Maureen F. Morrison 
11,784,969
  
460,054
  
546,374
  
Ben Xiang
12,197,287
  
47,736
  
546,374
  

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:
  
11,830,443
 
Against:
  
322,562
 
Abstain:
  
92,018
 
Broker non-votes:
 
546,374
 
3.  Ratification of the selection of Deloitte & Touche LLP as our independent registered accounting firm for fiscal year 2021 (included as Proposal 3 in the proxy statement).  The proposal was approved by a vote of shareholders as follows:

 
For:
  
12,614,360
 
Against:
  
167,244
 
Abstain:
  
9,793
 
Broker non-votes:
 
0




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 15, 2020