ePlus (PLUS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on September 10, 2026, with shareholders voting on director elections, executive compensation, auditor ratification, and an amendment to increase authorized shares.

• The company divested its U.S. financing business in 2025, positioning itself as a pure-play technology solutions provider focused on AI, cloud, cybersecurity, and related services.

• 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 recent increase in the quarterly dividend.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, approving executive compensation (say-on-pay), ratifying Deloitte as auditor, and amending the certificate of incorporation to increase authorized common stock from 50 million to 75 million shares.

• The board unanimously recommends voting in favor of all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by March 26, 2027, for inclusion in next year’s proxy materials.

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, each with defined responsibilities and regular meetings.

• Directors are expected to attend at least 75% of meetings; all met this requirement in fiscal 2026.

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