ePlus inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$PLUS
Retail: Computer Software & Peripheral Equipment
Technology
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): January 3, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
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(IRS Employer
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(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):
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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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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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.
(d) On January 3, 2025, 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 seven to eight directors and appointed Melissa J. Ballenger, 54, to the Board, filling the vacancy. Ms. Ballenger's term will continue until the Company's next
Annual Meeting of Shareholders and until her successor is elected and qualified. Ms. Ballenger was also appointed to the Audit Committee of the Board. There are no family relationships between Ms. Ballenger and any director or executive
officer of the Company and there are no transactions in which Ms. Ballenger has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
The Board further affirmatively determined that Ms. Ballenger is an independent director within the meaning of the applicable
Nasdaq Marketplace Rules. Ms. Ballenger will be compensated for her 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 her 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 23, 2024, under the heading “Director Compensation.”
A copy of the press release issued by the Company on January 7, 2025, announcing the appointment of Ms. Ballenger is attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed as part of this report:
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Exhibit No.
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Description
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99.1
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Press release dated January 7, 2025, issued by ePlus inc.
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Cover Page Interactive Date File (embedded within the Inline XBRL Document) |
SIGNATURES
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: January 7, 2025
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