form8-k.htm
 

 
 
 

 
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): September 13, 2011
 
ePlus inc.
 
(Exact name of registrant as specified in its charter)

 
Delaware
 
1-34167
 
54-1817218
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

 
 
13595 Dulles Technology Drive Herndon, VA 20171-3413
 
(Address, including zip code, of principal executive offices)
 
Registrant’s telephone number, including area code: (703) 984-8400
 
 
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):
 
 
[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
                                                      

 
 
 

 

 
Item 5.07.  Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of ePlus inc. was held on September 13, 2011.  There were present, in person or by proxy, holders of 7,602,056 shares of our common stock, or 88.75% of all shares of common stock eligible to be voted at the meeting. The final voting results on all matters are disclosed below.

1.  Election of the following directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified (included as Item 1 in the proxy statement).  Each nominee for director was elected by a vote of the shareholders as follows:

 
For
Withheld
Broker Non-Vote
Phillip G. Norton
6,178,789
 
100,366
 
1,322,901
 
Bruce M. Bowen
6,179,492
 
99,663
 
1,322,901
 
Terrence O’Donnell
5,767,619
 
511,536
 
1,322,901
 
Milton E. Cooper, Jr.
6,202,268
 
76,887
 
1,322,901
 
C. Thomas Faulders III
6,195,751
 
83,404
 
1,322,901
 
Lawrence S. Herman
6,202,268
 
76,887
 
1,322,901
 
Eric D. Hovde
6,131,148
 
148,007
 
1,322,901
 
John E. Callies
6,201,674
 
77,481
 
1,322,901
 

Each nominee was elected a director of ePlus inc.

2.  Approval of the performance goals for our named executive officers within the Executive Incentive Plan for fiscal year 2012 (included as Annex A in the proxy statement).  The proposal was approved by a vote of shareholders as follows:

 
For:
6,196,100
 
Against:
31,476
 
Abstain:
51,579
 
Broker non-votes:
1,322,901

3.  The advisory vote on the compensation of our named executive officers, as disclosed in our proxy statement (included as Item 3 in the proxy statement), was approved by the following vote:

 
For:
6,210,974
 
Against:
15,077
 
Abstain:
53,104
 
Broker non-votes:
1,322,901

4.  The advisory vote on the frequency of advisory votes on executive compensation (included as Item 4 in the proxy statement) received the following votes:

 
One Year:
6,001,857
 
Two Years:
3,736
 
Three Years:
219,404
 
Abstain:
54,158
 
Broker Non-Vote:
1,322,901

In light of these results, and consistent with the Board’s recommendation, the Board has determined that ePlus will include an advisory shareholder vote on the compensation of its named executive officers in its proxy materials annually.

5.  Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2012 (included as Item 5 in the proxy statement).  The proposal was approved by a vote of shareholders as follows:

 
For:
7,550,324
 
Against:
51,732
 
Abstain:
0
 
Broker non-votes:
0



 
 

 
 

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.
 
 
   
 ePlus inc.
   
         
   
By: /s/ Elaine D. Marion 
   
   
 Elaine D. Marion
   
   
 Chief Financial Officer
   
 
 
 
Date: September 14, 2011