Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 15, 2022, the shareholders of ePlus inc. (the "Company") approved the ePlus inc. 2022 Employee Stock Purchase Plan (the "Plan") at the Company's annual meeting of shareholders (the "Annual Meeting"). The Company's shareholders approved the Plan in accordance with the voting results set forth below under Item 5.07. The Plan was previously adopted by the Company's Board of Directors on July 19, 2022, subject to shareholder approval.

The material terms of the Plan were described in the Company's definitive Proxy Statement (the "Proxy Statement") filed with the Securities and Exchange Commission (the "SEC") on July 25, 2022, under the caption "Proposal 4 - Approval of the 2022 Employee Stock Purchase Plan". The Plan provides eligible employees with an opportunity to participate in the ownership of the Company by purchasing common stock of the Company at a discounted price through payroll deductions. The Plan is intended to benefit the Company as well as its shareholders and employees.

The above description of the Plan does not purport to be complete, and is qualified in its entirety by the full text of the Plan, set forth in Exhibit 10.1, and incorporated herein by reference.

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

The Annual Meeting of ePlus inc. was held on September 15, 2022. There were present, in person or by proxy, holders of 24,778,911 shares of our common stock, or 92.14% of all shares of common stock eligible to be voted at the meeting. The final voting results on all matters are disclosed below.

1. Election of the following directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified (included as Proposal 1 in the Proxy Statement). Each nominee for director was elected by a vote of the shareholders as follows:



                            For        Withheld   Broker Non-Vote
Bruce M. Bowen          23,413,335      569,305          796,271
John E. Callies         23,133,483      849,157          796,271
C. Thomas Faulders, III 23,071,923      910,717          796,271
Eric D. Hovde           13,744,569   10,238,071          796,271
Ira A. Hunt, III        17,821,338    6,161,302          796,271
Mark P. Marron          23,415,608      567,032          796,271
Maureen F. Morrison     22,718,149    1,264,491          796,271
Ben Xiang               23,658,116      324,524          796,271

Each nominee was elected a director of ePlus inc.

2. Advisory vote on the compensation of our named executive officers, as disclosed in our Proxy Statement (included as Proposal 2 in the Proxy Statement). The proposal was approved by a vote of shareholders as follows:



  For:                23,289,457
  Against:               534,482
  Abstain:               158,701
  Broker non-votes:      796,271

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3. Ratification of the selection of Deloitte & Touche LLP as our independent registered accounting firm for fiscal year 2023 (included as Proposal 3 in the Proxy Statement). The proposal was approved by a vote of shareholders as follows:



  For:                24,466,720
  Against:               299,614
  Abstain:                12,577
  Broker non-votes:            0

4. Approval of the ePlus inc. 2022 Employee Stock Purchase Plan (included as Annex A in the Proxy Statement). The proposal was approved by a vote of shareholders as follows:



  For:                23,811,917
  Against:               169,736
  Abstain:                   987
  Broker non-votes:      796,271

5. Advisory vote on the frequency of future advisory votes to approve named executive officer compensation (included as Proposal 5 in the Proxy Statement). Shareholders voted in favor of once every year as follows:




  1 Year:      22,367,579
  2 Years:         55,856
  3 Years:      1,533,827
  Abstain:         25,377
  Non-votes:      796,271

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report:

Exhibit No. Description



10.1        ePlus inc. 2022 Employee Stock Purchase Plan

104         Cover Page Interactive Date File (embedded within the Inline XBRL document)

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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: September 20, 2022

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