ePlus (PLUS) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for September 16, 2025, with shareholders voting on director elections, executive compensation, and auditor ratification.

• ePlus completed the divestiture of its U.S. financing business, positioning itself as a pure-play technology solutions provider focused on high-growth areas like AI, cloud, and cybersecurity.

• Over the past five years, net sales grew at a 7% CAGR, services revenue at 19%, and gross profit at 10%.

• More than $84 million was returned to shareholders via stock repurchases over five years.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, approving executive compensation (say-on-pay), and ratifying Deloitte & Touche LLP as the independent auditor.

• Shareholder proposals for the 2026 meeting must be submitted by April 1, 2026, for inclusion in next year’s proxy.

Board of directors and corporate governance

• The board consists of seven directors, six of whom are independent; the CEO is the only non-independent member.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed entirely of independent directors.

• The board chair and CEO roles are separated, with Maureen F. Morrison serving as chair.

• Directors are expected to own at least three times their annual cash retainer in company stock within four years.

• The company has not adopted a shareholder rights plan.