Eplus Inc

This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s disclosed compensation program for its named executive officers (NEOs). Management seeks this annual advisory approval to confirm shareholder support for its compensation philosophy, which emphasizes pay-for-performance, mixes short-term cash incentives with multi-year equity awards and long-term cash performance awards, and ties payouts to financial metrics such as adjusted EBITDA, adjusted gross billings, net sales, earnings before taxes and services gross profit. The Compensation Committee uses market peer data and an independent compensation consultant to set targets and vehicle mixes; the program also includes clawback/recoupment provisions and stock ownership guidelines to align executive interests with shareholders. While the vote is non-binding, the Board says it will consider the outcome when making future compensation decisions; the prior year’s 89.4% approval served as a validation of the program. A FOR vote supports management’s view that the current mix of fixed salary, performance-based short-term cash incentives and multi-year equity and cash awards promotes long-term shareholder value and retention. A negative vote would signal shareholder dissatisfaction and could trigger a review of incentive design, metrics and disclosure by the Compensation Committee. The proposal is therefore both a governance signal and a feedback mechanism rather than a directive; given the Company’s recent strong financial performance and prior strong shareholder support, management recommends FOR and expects shareholders to view the program as aligned with long-term interests.

This proposal requests shareholder approval to amend the Company’s Certificate of Incorporation to increase authorized common stock from 50 million to 75 million shares, a 50% increase that would raise total authorized capital to 77 million shares including preferred stock. Management and the Board argue the increase provides strategic and financing flexibility—allowing the Company to issue shares promptly for capital raising, acquisitions, stock dividends, or other corporate purposes without the delay and expense of a shareholder vote (except where law or exchange rules require one). The proposal has clear dilutive and governance trade-offs: issuing new shares could dilute existing shareholders’ economic and voting interests and could be used opportunistically or defensively (e.g., to frustrate a takeover), which the proxy explicitly addresses as potential risks. The Board frames the amendment as a preparedness measure rather than an immediate issuance plan and disclaims any present arrangements to issue the additional shares, while reserving discretion over timing and terms of any future issuances. From a governance standpoint, shareholders should weigh the benefit of operational agility against dilution risk and consider whether the Company’s capital allocation, buyback history and disclosure controls offer sufficient shareholder protection. The required Delaware and Nasdaq rules are addressed—the amendment can be approved by a majority of votes cast because the Company is exchange-listed—and the Board emphasizes it will act in shareholders’ best interest in any future issuances. In sum, the proposal seeks a precautionary increase in authorized shares that could enable growth transactions but also carries potential dilution and anti-takeover implications that shareholders should monitor.