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)  November 9, 2021

ePlus inc.
(Exact name of registrant as specified in its charter)

Delaware
001-34167
54-1817218
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

13595 Dulles Technology Drive, Herndon, Virginia
  
20171
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code
  
(703) 984-8400

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 Act:
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 2.02
Results of Operations and Financial Condition.

On November 9, 2021, ePlus inc. announced by press release its results of operations for its three and six months ended September 30, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.07
Submission of Matters to a Vote of Security Holders.

A Special Meeting of Shareholders of ePlus inc. was held on November 9, 2021.  There were present, in person or by proxy, holders of 12,669,654 shares of our common stock, or 93.79% of all shares of common stock eligible to be voted at the meeting. The final voting results on the sole proposal is disclosed below.

Approval to amend the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock (included as Annex A in the proxy statement).  The proposal was approved by a vote of shareholders as follows:

 
For:
11,862,262
 
 
Against:
799,547
 
 
Abstain:
7,844
 

Item 8.01
Other Events.

On November 9, 2021, ePlus inc. also announced in the same press release that the Board of Directors had approved a two-for-one stock split in the form of a 100% stock dividend payable on December 13, 2021, to shareholders of record on November 29, 2021.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

The following exhibits are filed as part of this report:

Exhibit No.
Description
   
Certificate of Amendment to the ePlus inc. Amended and Restated Certificate of Incorporation (filed herewith)
   
Press Release dated November 9, 2021 (filed herewith)
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).



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.

Date: November 15, 2021
ePlus inc.
   
 
By:
/s/ Elaine D. Marion
  
   
Elaine D. Marion
   
Chief Financial Officer