ePlus (PLUS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for September 10, 2026, with shareholders voting on director elections, executive compensation, auditor ratification, and an increase in authorized shares.

• The company completed a major divestiture in June 2025, selling its U.S. financing business to focus on technology solutions and growth areas such as AI, cloud, and cybersecurity.

• Over the past five years, net sales grew at a 9% CAGR, service revenue at 18%, and net earnings from continuing operations at 14%.

• More than $127 million was returned to shareholders over five years through stock repurchases and dividends, with a new quarterly dividend initiated in August 2025.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, an advisory say-on-pay for executive compensation, ratification of Deloitte as auditor, and an amendment to increase authorized common stock from 50 million to 75 million shares.

• The board unanimously recommends approval of all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by March 26, 2027.

Board of directors and corporate governance

• The board consists of nine directors, eight of whom are independent; the CEO is the only non-independent member.

• Board leadership is separated between the Chair and CEO roles, with all committees composed entirely of independent directors.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance.

• Directors are expected to attend at least 75% of meetings; all did so in fiscal 2026.

• Board diversity, financial literacy, and expertise in technology, finance, and risk oversight are emphasized in director selection.