Form 8-K

8-K — EPLUS INC

Accession: 0001022408-26-000084

Filed: 2026-09-14

Period: 2026-09-10

CIK: 0001022408

SIC: 5045 (WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — plus-20260910.htm (Primary)

EX-3.1 — EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO A&R ARTICLES OF INCORPORATION (ex3-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT FILING

8-K (Primary)

Filename: plus-20260910.htm · Sequence: 1

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:

For

Against

Abstain

Broker Non-Vote

Melissa J. Ballenger

23,319,974

478,023

14,792

1,042,905

Renée Bergeron

23,247,857

550,093

14,839

1,042,905

Bruce M. Bowen

23,483,662

317,487

11,640

1,042,905

John E. Callies

22,825,941

975,196

11,652

1,042,905

Ira A. Hunt, III

23,054,307

746,794

11,688

1,042,905

John M. Lutz

23,673,363

127,786

11,640

1,042,905

Mark P. Marron

23,552,618

248,643

11,528

1,042,905

Maureen F. Morrison

23,046,403

755,033

11,353

1,042,905

Michael J. Portegello

23,524,985

276,164

11,640

1,042,905

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:

22,592,717

Against:

886,920

Abstain:

333,152

Broker non-votes:

1,042,905

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:

For:

24,465,420

Against:

389,077

Abstain:

1,197

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:

For:

24,394,825

Against:

453,182

Abstain:

7,687

Item 9.01 Financial Statements and Exhibits

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

report:

Exhibit No.

Description

99.1

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)

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 14, 2026

0001022408

false

--03-31

0001022408

2026-09-10

EX-3.1 — EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO A&R ARTICLES OF INCORPORATION

EX-3.1

Filename: ex3-1.htm · Sequence: 5

EXHIBIT 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE

OF INCORPORATION OF

EPLUS INC.

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of ePlus inc., resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FOURTH” so that, as amended, said Article shall be and read as follows:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is seventy-seven million (77,000,000) shares consisting of seventy-five million (75,000,000) shares of common stock having a par value of $.01 per share (the “Common Stock”) and two million (2,000,000) shares of preferred stock having a par value of $.01 per share (the “Preferred Stock”).

The Board of Directors of the Corporation is authorized, subject to limitations prescribed by law, to provide by resolution or resolutions for the issuance of shares of the Preferred Stock as a class or in series, and, by filing a certificate of designations, pursuant to the Delaware General Corporation Law, setting forth a copy of such resolution or resolutions to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of the class or of each such series and the qualifications, limitations, and restrictions thereof. The authority of the Board of Directors with respect to the class or each series shall include, but not be limited to, determination of the following:

the number of shares constituting any series and the distinctive designation of that series;

b).

the dividend rate of the shares of the class or of any series, whether dividends shall be cumulative, and if so, from which date or dates, and the relative rights of priority, if any of payment of dividends on shares of the class or of that series;

whether the class or any series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such voting rights;

whether the class or any series shall have conversion privileges and, if so, the terms and conditions of conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

whether or not the shares of the class or of any series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption rates;

whether the class or any series shall have a sinking fund for the redemption or purchase of shares of the class or of that series, and if so, the terms and amount of such sinking fund;

the rights of the shares of the class or of any series in the event of voluntary or involuntary dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of the class or of that series; and

any other powers, preferences, rights, qualifications, limitations and restrictions of the class or of that series.

All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in any certificate of designation shall be vested exclusively in the Common Stock.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 10th day of September, 2026.

By: /s/ Erica S. Stoecker

Authorized Officer Title: Corporate Secretary

Name: Erica S. Stoecker

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Sep. 10, 2026

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