--- schema_version: "secwatch.filing_event.v1" accession: "0001022408-23-000091" form_type: "8-K" ticker: "PLUS" cik: "0001022408" company_name: "EPLUS INC" filed_at: "2023-09-19T23:59:59+00:00" generated_at: "2026-06-10T12:56:49.295341+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.2 confidence: "high" source: SEC EDGAR --- # ePlus shareholders approve officer exculpation charter amendment; re-elect all directors ## Summary - Amendment to limit officer liability under Delaware law approved: 20,260,870 for, 3,580,009 against. - All nine director nominees elected; Ben Xiang had lowest support with 2,614,855 withheld votes. - Advisory say-on-pay approved: 22,531,163 for, 1,319,973 against, 39,255 abstain. - Ratification of Deloitte & Touche as auditor for FY2024 passed: 24,419,319 for, 289,295 against. ## SEC filing metadata - accession: 0001022408-23-000091 - form_type: 8-K - ticker: PLUS - cik: 0001022408 - company_name: EPLUS INC - filed_at: 2023-09-19T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.2 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1022408/000102240823000091/0001022408-23-000091-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1022408/000102240823000091/form8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001022408-23-000091 - JSON: https://secwatch.observer/filing/0001022408-23-000091.json - Plain text: https://secwatch.observer/filing/0001022408-23-000091.txt ## Key facts - Governance Changes EPLUS INC: Amendment to Amended and Restated Certificate of Incorporation to limit personal liability of certain officers of ePlus as permitted by recent amendments to the General Corporation Law of the State of Delaware (effective 2023-09-18). - Change: charter amendment - Effective: 2023-09-18 source text: On September 14, 2023, e Plus inc. (“ e Plus”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”), as further described in Item 5.07 below, at which e Plus’ stockholders approved an amendment to e Plus’ Amended and Restated Certificate of Incorporation to limit the personal liability of certain officers of ePlus as permitted by recent amendments to the General Corporation Law of the State of Delaware (the “Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1022408/000102240823000091/0001022408-23-000091-index.htm - Shareholder Votes EPLUS INC shareholders approved Ratification of the selection of Deloitte & Touche LLP as our independent registered accounting firm for fiscal year 2024 at the 2023-09-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-09-14 source text: Ratification of the selection of Deloitte & Touche LLP as our independent registered accounting firm for fiscal year 2024 (included as Proposal 3 in the Proxy Statement). The proposal was approved by a vote of shareholders as follows: For: 24,419,319 Against: 289,295 Abstain: 11,803 evidence_url: https://www.sec.gov/Archives/edgar/data/1022408/000102240823000091/0001022408-23-000091-index.htm - Shareholder Votes EPLUS INC shareholders approved Election of directors at the 2023-09-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-09-14 source text: Each nominee for director was elected by a vote of the shareholders as follows: For Withheld Broker Non-Vote Renée Bergeron 23,846,575 43,816 830,026 Bruce M. Bowen 23,246,962 643,429 830,026 John E. Callies 23,031,384 859,007 830,026 C. Thomas Faulders, III 23,030,862 859,529 830,026 Eric D. Hovde 22,422,395 1,467,996 830,026 Ira A. Hunt, III 23,343,121 547,270 830,026 Mark P. Marron 23,260,169 630,222 830,026 Maureen F. Morrison 23,402,034 488,357 830,026 Ben Xiang 21,275,536 2,614,855 830,026 evidence_url: https://www.sec.gov/Archives/edgar/data/1022408/000102240823000091/0001022408-23-000091-index.htm - Shareholder Votes EPLUS INC shareholders approved Approval to amend Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2023-09-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-14 source text: Approval to amend e Plus' Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (included as Proposal 4 in the Proxy Statement). The proposal was approved by a vote of shareholders as follows: For: 20,260,870 Against: 3,580,009 Abstain: 49,512 Broker non-votes: 830,026 evidence_url: https://www.sec.gov/Archives/edgar/data/1022408/000102240823000091/0001022408-23-000091-index.htm - Shareholder Votes EPLUS INC shareholders approved Advisory vote on the compensation of our named executive officers at the 2023-09-14 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-09-14 source text: 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: 22,531,163 Against: 1,319,973 Abstain: 39,255 Broker non-votes: 830,026 evidence_url: https://www.sec.gov/Archives/edgar/data/1022408/000102240823000091/0001022408-23-000091-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.