ePlus (PLUS) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting is scheduled for September 12, 2024, with shareholders voting on director elections, executive compensation, auditor ratification, and a new director incentive plan.

• The company emphasizes technology-driven business outcomes, a global presence, and a 30+ year track record.

• Proxy materials are distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors, (2) advisory approval of executive compensation, (3) ratification of Deloitte & Touche LLP as auditor, and (4) approval of a new Non-Employee Director Long-Term Incentive Plan.

• The board unanimously recommends approval of all proposals.

• Shareholders of record as of July 18, 2024, are eligible to vote.

Board of directors and corporate governance

• The board consists of seven independent directors and the CEO; a new chair, Maureen F. Morrison, will assume the role after the meeting.

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

• The board regularly reviews its leadership and committee structure, and emphasizes diversity, with over 40% of members representing gender or racial diversity.

• Directors are expected to attend at least 75% of meetings; all met this requirement in FY2024.