Eplus Inc 8-K, filed Jun 8, 2022
Eplus Inc (PLUS)
8-K
2022-06-08
For: 2022-06-06
View Original
Added on
April 12, 2026
About this 8-K
Eplus Inc filed this 8-K on June 8, 2022, reporting on events of June 6, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
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): June 6, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On June 6, 2022, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of the Company finalized the structure of cash incentive
award agreements for the fiscal year ending March 31, 2023, under the Company's Cash Incentive Plan (the "CIP"), in which Mark P. Marron (Chief Executive Officer and President), Darren S. Raiguel (Chief Operating Officer) and Elaine D. Marion (Chief
Financial Officer) will participate.
The fiscal year 2023 Company performance goals and their relative proportions, which are the same for all three executives, are:
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2023 Financial Performance Goals
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Weighting
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Consolidated net sales
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20%
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Financing segment operating income
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20%
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Earnings before tax
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30%
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Services gross profit
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30%
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Any awards earned under the CIP will be paid in cash. In calculating whether performance goals have been achieved, actual results will be adjusted to exclude
the following, as applicable:
(i) the incentive compensation expensed by ePlus for payments under the CIP;
(ii) all items of revenue, gain, or loss determined by the ePlus Board of Directors to be extraordinary or unusual in nature, and not incurred or realized in
the ordinary course of business; and
(iii) any revenue, gain, or loss attributable to the business operations of any entity acquired by ePlus during the 2023 fiscal year.
The cash incentive compensation for fiscal year 2023 can range from $0 to a maximum of: for Mr. Marron, $1,850,000; Mr. Raiguel, $1,000,000 and for Ms.
Marion, $1,000,000.
The award amount payable is a target award based on the level of attainment of the applicable performance goals as set forth in the participant's award
agreement. The Committee may not waive or amend performance goals after the performance goals have been established, but has discretionary authority to reduce the amount that would otherwise be payable with respect to any award. In the event it is
determined that an award was paid based on incorrect financial results, the Committee may lower the payment, and to the extent permitted by applicable law, require the participant to reimburse the Company for any amount paid with respect to such an
award.
Additionally, the CIP provides that cash payments are subject to recovery by the Company to the extent required by the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 and the Sarbanes-Oxley Act of 2002 and any regulations promulgated thereunder.
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.
ePlus inc.
By: /s/ Elaine D. Marion
Elaine D. Marion
Chief Financial Officer
Date: June 8, 2022