Eplus Inc 8-K, filed Mar 3, 2022
Eplus Inc (PLUS)
8-K
2022-03-03
For: 2022-03-02
View Original
Added on
April 12, 2026
About this 8-K
Eplus Inc filed this 8-K on March 3, 2022, reporting on events of March 2, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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): March 2, 2022
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective March 2, 2022, the Board approved an amendment to the Amended and Restated Bylaws. The bylaws were modified as follows:
Section 2.9 stated previously that:
"Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may, if such action has been approved by the Board of Directors, be taken without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted."
Section 2.9 has been revised as follows:
"Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted."
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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3.1
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Amendment No. 3 to Amended and Restated Bylaws of ePlus inc., effective March 2, 2022
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 3, 2022
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EXHIBIT 3.1
AMENDMENT NO. 3
AMENDED AND RESTATED BYLAWS
OF EPLUS INC.
Section 2.9 of the Amended and Restated Bylaws of ePlus inc. effective February 15, 2018 (the “Bylaws”), is hereby amended in its entirety, effective March 2,
2022, to provide as set forth below. Except as specifically set forth below, the Bylaws remain unchanged and in full force and effect.
ARTICLE II: MEETINGS OF STOCKHOLDERS
SECTION 2.9 Action Without Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation,
or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.