Current Report Filing (8-k)
24 September 2019 - 6:45AM
Edgar (US Regulatory)
false000102240800010224082019-09-182019-09-18
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 18, 2019
ePlus inc.
EPLUS INC
(Exact name of registrant as specified in its charter)
Delaware
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001-34167
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54-1817218
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value
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PLUS
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NASDAQ Global Select Market
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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
Phillip G. Norton, Terrence O’Donnell, and Lawrence S. Herman, retired from the ePlus inc. Board of Directors, effective on the date
of the Annual Meeting of Shareholders, which was September 18, 2019. Mr. Norton served as a Director and Chairman, then Executive Chairman, since 1993, Mr. O’Donnell as Director and Audit Committee Chairman since 1996, and Mr. Herman as
Director and Nominating and Corporate Governance Chairman since 2001. The details of the shareholder vote are disclosed in Item 5.07 below.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of ePlus
inc. was held on September 18, 2019. There were present, in person or by proxy, holders of 12,712,788 shares of our common stock, or 94.13% 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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Withheld
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Broker Non-Vote
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Bruce M. Bowen
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12,121,787
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50,681
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540,320
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John E. Callies
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12,117,000
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55,468
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540,320
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C. Thomas Faulders, III
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12,047,558
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124,910
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540,320
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Eric D. Hovde
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11,957,543
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214,925
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540,320
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Ira A. Hunt, III
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11,982,958
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189,510
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540,320
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Mark P. Marron
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12,128,259
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44,209
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540,320
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Maureen F. Morrison
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12,109,665
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62,803
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540,320
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Ben Xiang
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12,156,458
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16,010
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540,320
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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:
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For:
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11,134,526
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Against:
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961,204
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Abstain:
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76,738
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Broker non-votes:
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540,320
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3. Ratification of the selection of Deloitte & Touche LLP as our independent registered accounting firm for fiscal year 2020
(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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12,624,125
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Against:
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85,809
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Abstain:
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2,854
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Broker non-votes:
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0
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Item 8.01 Other Events
On September 18, 2019, the Board made the following changes to its leadership structure: Ms. Maureen Morrison has been appointed as
Chair of the Audit Committee and Mr. Eric Hovde as Chair of the Nominating and Corporate Governance Committee. Additionally, on September 18, 2019, Mr. Thomas C. Faulders, formerly the Board’s Lead Independent Director, was appointed Chairman
of the Board.
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 23, 2019
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