8-K
EPLUS INC (PLUS)
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): October 13, 2022
EPLUS INC
(Exact name of registrant as specified in its charter)
| Delaware | 001-34167 | 54-1817218 |
|---|---|---|
| (State or other jurisdiction <br><br> of incorporation) | (Commission <br><br> File Number) | (IRS Employer <br><br> Identification No.) |
13595 Dulles Technology Drive
Herndon, Virginia 20171-3413
(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.01 par value | PLUS | Nasdaq Global Select Market |
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 October 13, 2022, Ms. Renée Bergeron, 59, was appointed to the Board of Directors (the “Board”) of ePlus inc. (the “Company”), filling the newly-created vacancy that resulted from the Board expanding its size from eight to nine members pursuant to Article III of the Company’s Amended and Restated Bylaws. Ms. Bergeron’s term will continue until the Company’s next Annual Meeting of Shareholders, or her resignation or removal, if earlier. The Board further determined that Ms. Bergeron is an independent director within the meaning of the Nasdaq Marketplace Rules. At this time, Ms. Bergeron is not a member of any Board committees.
In connection with her appointment, the Company will enter into an indemnification agreement with Ms. Bergeron substantially in the form of the indemnification agreement the Company has entered into with all other directors and previously filed by the Company with the Securities and Exchange Commission. The form of the indemnification agreement generally provides for the indemnification of and advancement of expenses to a director to the maximum extent permitted by Delaware law for claims, suits or proceedings arising out of their service to the Company. In addition, on October 13, 2022, Ms. Bergeron received a restricted stock grant of 1,874 shares for her initial partial-year of service on the Board. The restricted stock will vest over two years with one-half vesting on the first anniversary of the grant and the remaining half vesting on the second anniversary of the grant. Going forward, Ms. Bergeron will receive the same annual compensation for her service as the Board’s other outside (non-Chairman) directors, which currently includes an annual cash retainer of $86,250 (paid in four quarterly installments of $21,562.50) and restricted stock equal to the amount of cash compensation earned by directors during the prior fiscal year (rounded down to avoid a fractional share award), as more fully set forth in the Company’s 2017 Non-Employee Director Long-Term Incentive Plan.
There is no other arrangement or understanding between Ms. Bergeron and any other person pursuant to which she was appointed as a director of the Company. There are no transactions in which Ms. Bergeron has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On October 17, 2022, the Company issued a press release announcing the appointment of Ms. Bergeron, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed as part of this report:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated October 17, 2022, issued by ePlus<br><br><br><br> inc. |
| 104 | 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.
| ePlus inc. |
|---|
| By: /s/ Elaine D. Marion |
| Elaine D. Marion |
| Chief Financial Officer |
Date: October 17, 2022
EXHIBIT 99.1
ePlus Welcomes Renée Bergeron as New Member
to Board of Directors
HERNDON, VA – October 17, 2022 – ePlus inc. (NASDAQ NGS: PLUS – news) today announced that Renée Bergeron, Chief Operating Officer of AppDirect, has been appointed as a member of its Board of Directors. Ms. Bergeron will fill a newly-created board seat as an independent director.
“Renée is a proven industry leader with significant experience across many of our strategic focus areas, such as security, cloud and services,” said Mark Marron CEO and president of ePlus. “She brings a strong knowledge base that will help us achieve our vision of being the most customer-centric, service-driven partner of choice, providing enhanced value and unparalleled expertise to our customers. We’re delighted to add her expertise to our Board and are confident that her contributions will make our company even stronger.”
“ePlus’ track record of consistent returns, steady growth, constant evolution and proven expertise are appealing and compelling,” said Ms. Bergeron. “As the industry continues to evolve rapidly, I believe that ePlus will continue to lead the way in helping its customers navigate a new era, and I’m excited to be a part of that.”
“In my role as Nominating and Corporate Governance Chair for the ePlus Board, I take pride in recommending candidates who enhance our collective diversity with regard to background, thought, experience and skill,” said Eric D. Hovde, member of the ePlus Board of Directors since 2006. “I am pleased to welcome Ms. Bergeron to the ePlus Board and look forward to working with her to support ePlus’ continued market leadership.”
Renée Bergeron serves as Chief Operating Officer of AppDirect, and a member of the global AppDirect Executive team. In this role she provides AppDirect leadership and strategic vision, and oversees technical support, customer operations, and customer success on a global basis. She leads operations of one of the leading B2B commerce platforms for selling, buying, and managing recurring technology services. Prior to joining AppDirect, she held positions as senior vice president of the global cloud division at Ingram Micro and led the IT Services Solutions business at Fujitsu America.
She holds a Bachelor of Science degree in computer science from Sherbrooke University in Sherbrooke Canada, and a master’s degree from McGill University in Montreal, Canada.
About ePlus inc.
ePlus has an unwavering and relentless focus on leveraging technology to create inspired and transformative business outcomes for its customers. Offering a robust portfolio of solutions, as well as a full set of consultative and managed services across the technology spectrum, ePlus has proudly achieved more than 30 years of success, carrying customers forward through adversity, rapidly changing environments, and other obstacles. ePlus is a trusted advisor, bringing expertise, credentials, talent and a thorough understanding of innovative technologies, spanning security, cloud, data center, networking, collaboration and emerging solutions, to organizations across all industry segments. With complete lifecycle management services and flexible payment solutions, ePlus’ more than 1,500 associates are focused on cultivating positive customer experiences and are dedicated to their craft, harnessing new knowledge while applying decades of proven experience. ePlus is headquartered in Virginia, with offices in the United States, UK, Europe, and Asia‐Pacific. For more information, visit www.eplus.com, call 888-482-1122, or email info@eplus.com. Connect with ePlus on LinkedIn, Twitter, Facebook, and Instagram. ePlus, Where Technology Means More®.
ePlus^®^, Where Technology Means More^®^, and ePlus products referenced herein are either registered trademarks or trademarks of ePlus inc. in the United States and/or other countries. The names of other companies, products, and services mentioned herein may be the trademarks of their respective owners.
Contact:
Kleyton Parkhurst, SVP
ePlus inc.
kparkhurst@eplus.com
703-984-8150