EPLUS INC
For the period ended Sep 12, 2024. Filed Jul 23, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 12, 2024 · Filed Jul 23, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to Rule 14a-12 |
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e Plus inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Check computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Notice of 2024 Annual Meeting of Shareholders
and
Proxy Statement
EPLUS INC.
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
| When: | Where: |
|---|---|
| September 12, 2024 8:30 a.m. ET | The Westin Washington Dulles Airport 2520 Wasser Terrace Herndon, Virginia 20171 |
We ate Plus inc. (“e Plus” or the “Company”) are pleased to invite you to our 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”).
Items of Business:
| 1. | Elect as directors the seven nominees named in the attached proxy statement, each to serve an annual term, or until their successors have been duly elected and qualified; |
| 2. | Approve an advisory vote on our named executive officers’ compensation as disclosed in the proxy statement; |
| 3. | Ratify the selection of our independent registered accounting firm; |
| 4. | Approve the 2024 Non-Employee Director Long-Term Incentive Plan; and |
| 5. | Transact such other business as may properly come before the 2024 Annual Meeting, and any postponements or adjournments thereof. |
Record Date:
All shareholders are welcome to attend the 2024 Annual Meeting. Holders of our common stock as of the close of business on July 18, 2024, are entitled to notice of, and to vote at, the 2024 Annual Meeting.
How to Vote:
Your vote is important to us. Please see “Voting Information” on page 3 for instructions on how to vote your shares.
These proxy materials are first being distributed on or about July 26, 2024.
| July 26, 2024 | By Order of the Board of Directors |
|---|---|
| Erica S. Stoecker | |
| Corporate Secretary, General Counsel & Chief Compliance Officer |
IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on September 12, 2024: ePlus’ proxy statement for the 2024 Annual Meeting and its Annual Report for the Fiscal Year Ended March 31, 2024, are Available Online at www.edocumentview.com/plus.
PROXY STATEMENT TABLE OF CONTENTS
| PROXY STATEMENT SUMMARY | 1 |
|---|---|
| 2024 Annual Meeting | 1 |
| Who We Are and What We Do | 1 |
| 2024 Annual Meeting at a Glance | 2 |
| Our Board of Directors | 2 |
| Our Named Executive Officers’ Compensation | 3 |
| Our Independent Registered Public Accounting Firm | 3 |
| New 2024 Non-Employee Director Long-Term Incentive Plan | 3 |
| VOTING INFORMATION | 4 |
| Who May Vote | 4 |
| Vote Today | 4 |
| Vote in Advance of the 2024 Annual Meeting | 4 |
| Vote at the 2024 Annual Meeting | 4 |
| Quorum and Vote Requirements | 5 |
| CORPORATE GOVERNANCE | 6 |
| Independence of Our Board of Directors | 6 |
| Leadership Structure of Our Board of Directors | 6 |
| Board Committees | 7 |
| Board and Committee Meetings | 8 |
| Board of Directors’ Role in Risk Oversight | 9 |
| Codes of Conduct | 9 |
| Insider Trading, Hedging, Short Sales, and Pledging Policies | 9 |
| Communications with the Board of Directors | 10 |
| Compensation Committee Interlocks and Insider Participation | 10 |
| Delinquent Section 16(a) Reports | 10 |
| Review, Approval, or Ratification of Transactions with Related Persons | 10 |
| Transactions with Related Persons | 11 |
| No Shareholder Rights Plan | 11 |
| PROPOSAL 1 – Election of Directors | 12 |
| Director Nomination Process | 12 |
| Director Qualifications | 12 |
| Board Composition | 13 |
| 2024 Nominees for Election to the Board of Directors | 13 |
| DIRECTOR COMPENSATION | 17 |
|---|---|
| 2024 Director Compensation Table | 18 |
| Stock Ownership Guidelines | 19 |
| STOCK OWNERSHIP | 19 |
| Ownership of our Common Stock | 19 |
| Directors and Executive Officers | 20 |
| Principal Shareholders | 21 |
| EXECUTIVE COMPENSATION | 22 |
| PROPOSAL 2 – Advisory Vote to Approve Named Executive Officer Compensation | 22 |
| COMPENSATION COMMITTEE REPORT | 23 |
| COMPENSATION DISCUSSION AND ANALYSIS | 24 |
| OVERVIEW | 24 |
| Financial Highlights | 24 |
| Our Executive Compensation Program | 25 |
| Our Executive Compensation Practices | 26 |
| 2023 Say-On-Pay Vote | 27 |
| Long-Term Performance-Based Equity Compensation | 27 |
| WHAT WE PAY AND WHY | 27 |
| Fiscal Year 2024 Executive Compensation Decisions | 27 |
| Base Salary | 27 |
| Annual Cash Incentive Awards | 28 |
| Long-Term Incentive Program | 30 |
| Other Elements of Our Fiscal Year 2024 Executive Compensation Program | 33 |
| HOW WE MAKE EXECUTIVE COMPENSATION DECISIONS | 35 |
| Role of the Board and Compensation Committee, and our Chief Executive Officer | 35 |
| Guidance from the Compensation Committee’s Independent Compensation Consultant | 35 |
| Comparison Peer Groups | 35 |
| Alignment of Senior Management Team to Drive Performance | 36 |
| 2024 EXECUTIVE COMPENSATION | 36 |
| 2024 Summary Compensation Table | 36 |
| Outstanding Equity Awards at 2024 Fiscal Year End | 39 |
| Fiscal Year 2024 Options Exercised and Stock Vested | 39 |
| Employment Agreements, Severance, and Change in Control Provisions | 40 |
| 2024 Pay Ratio Disclosure | 44 |
| Pay Versus Performance | 45 |
| EQUITY COMPENSATION PLAN INFORMATION | 48 |
|---|---|
| PROPOSAL 3 – Ratification of the Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for our Fiscal Year Ending March 31, 2025 | 49 |
| AUDIT COMMITTEE REPORT | 49 |
| Independent Registered Public Accounting Firm Fees and Independence | 50 |
| PROPOSAL 4 – Approval of 2024 Non-Employee Director Long-Term Incentive Plan | 51 |
| FREQUENTLY ASKED QUESTIONS CONCERNING THE 2024 ANNUAL MEETING OF SHAREHOLDERS | 55 |
| OTHER MATTERS | 58 |
| Other Business | 58 |
| Householding | 58 |
| Shareholder Proposals for the 2025 Annual Meeting of Shareholders | 58 |
| Results of the 2024 Annual Meeting | 59 |
| Additional Information About the Company | 59 |
| FORWARD-LOOKING STATEMENTS | 59 |
| ANNEX A | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.