Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) On July 6, 2026, pursuant to Article III of the Amended and Restated Bylaws of ePlus inc. (the “Company”), the Board of Directors (the “Board”) of the Company increased the size of the Board from eight to nine directors and appointed John M.…
ePlus is a customer-first, services-led, and results-driven industry leader offering transformative technology solutions and services to provide the best customer outcomes. Offering a full portfolio of solutions, including artificial intelligence, security, cloud and data center, networking and collaboration, as well as managed, consultative and professional services, ePlus works closely with organizations across many industries to successfully navigate business challenges. With a long list of industry-leading partners and more than 2,170 employees, our expertise has been honed over more than three decades, giving us specialized yet broad levels of experience and knowledge. ePlus is headquartered in Virginia, with locations in the United States, United Kingdom, Europe, and Asia‐Pacific. For more information, visit www.eplus.com, call 888-482-1122, or email info@eplus.com. Connect with ePlus on LinkedIn, Facebook, and Instagram.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 6, 2026, pursuant to Article III of the
Amended and Restated Bylaws of ePlus inc. (the “Company”), the Board of
Directors (the “Board”) of the Company increased the size of the Board from eight
to nine directors and appointed John M. Lutz, 64, to the Board, filling the
vacancy. Mr. Lutz’s term will continue
until the Company’s next Annual Meeting of Shareholders and until his successor
is elected and qualified. Mr. Lutz was
also appointed to both the Audit Committee and the Compensation Committee of
the Board. There are no family relationships between Mr. Lutz and any director
or executive officer of the Company and there are no transactions in which Mr. Lutz
has a direct or indirect material interest requiring disclosure under Item
404(a) of Regulation S-K.
The Board further affirmatively determined that Mr. Lutz
is an independent director within the meaning of the applicable Nasdaq
Marketplace Rules. Mr. Lutz will be
compensated for his service as a director in accordance with the Company’s
current compensation program for independent members of the Board, with a
pro-rata adjustment for his initial partial-year service on the Board,
including a pro-rata restricted stock grant pursuant to the ePlus 2024
Non-Employee Director Long-Term Incentive Plan. Such compensation program is
described in more detail in the Company’s Definitive Proxy Statement on
Schedule 14A filed with the SEC on July 28, 2025, under the heading “Director
Compensation."
A copy of the press release issued by the Company on July 6, 2026, announcing the appointment of Mr. Lutz is attached hereto as Exhibit
99.1.