ePlus inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$PLUS
Retail: Computer Software & Peripheral Equipment
Technology
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): July 6, 2026
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(703 ) 984-8400
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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):
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 6, 2026, pursuant to Article III of the
Amended and Restated Bylaws of ePlus inc. (the “Company”), the Board of
Directors (the “Board”) of the Company increased the size of the Board from eight
to nine directors and appointed John M. Lutz, 64, to the Board, filling the
vacancy. Mr. Lutz’s term will continue
until the Company’s next Annual Meeting of Shareholders and until his successor
is elected and qualified. Mr. Lutz was
also appointed to both the Audit Committee and the Compensation Committee of
the Board. There are no family relationships between Mr. Lutz and any director
or executive officer of the Company and there are no transactions in which Mr. Lutz
has a direct or indirect material interest requiring disclosure under Item
404(a) of Regulation S-K.
The Board further affirmatively determined that Mr. Lutz
is an independent director within the meaning of the applicable Nasdaq
Marketplace Rules. Mr. Lutz will be
compensated for his service as a director in accordance with the Company’s
current compensation program for independent members of the Board, with a
pro-rata adjustment for his initial partial-year service on the Board,
including a pro-rata restricted stock grant pursuant to the ePlus 2024
Non-Employee Director Long-Term Incentive Plan. Such compensation program is
described in more detail in the Company’s Definitive Proxy Statement on
Schedule 14A filed with the SEC on July 28, 2025, under the heading “Director
Compensation."
A copy of the press release issued by the Company on July 6, 2026, announcing the appointment of Mr. Lutz is attached hereto as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed as part of this report:
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Exhibit No.
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Description
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Press release dated July 6, 2026, issued by ePlus inc.
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104
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Cover Page Interactive Date File (embedded within the Inline XBRL Document)
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SIGNATURES
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.
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ePlus inc.
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By: /s/ Elaine D. Marion
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Elaine D. Marion
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Chief Financial Officer
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Date: July 6, 2026
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