Eplus Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine nominees named in the proxy statement, each to serve an annual term until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve Named Executive Officers’ Compensation

   ManagementBoard: FOR

   Non-binding, advisory 'say-on-pay' vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement (CD&A, Summary Compensation Table, and related disclosures).

   More detail

   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.

3. 3

   Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending March 31, 2027.

4. 4

   Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock

   ManagementBoard: FOR

   Approve a charter amendment to increase authorized common shares from 50,000,000 to 75,000,000 (total authorized capital stock to 77,000,000), leaving preferred shares unchanged at 2,000,000.

   More detail

   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.

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When is the Eplus Inc 2026 annual meeting?

Eplus Inc (PLUS) holds its 2026 annual shareholder meeting on Thursday, September 10, 2026.

What is the record date for the Eplus Inc 2026 meeting?

The record date for the Eplus Inc 2026 meeting is Friday, July 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Eplus Inc's 2026 meeting?

The board is presenting 9 director nominees at the Eplus Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Eplus Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Eplus Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.