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 14, 2018
ePlus inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34167
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54-1817218
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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13595 Dulles Technology Drive Herndon, VA 20171-3413
(Address, including zip code, of principal executive offices)
(703) 984-8400
(Registrant’s telephone number, including area code)
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))
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 November 14, 2018, pursuant to Article III of the Company's Amended and Restated Bylaws, the Board of Directors (the "Board")
expanded the size of the Board bringing the number of members to ten, and appointed Mark P. Marron, 57, Chief Executive Officer, as a Director. Mr. Marron has served as Chief Executive Officer of ePlus inc. since August 1,
2016, and continues to serve in that capacity.
As Mr. Marron is an executive officer of the Company, he is not considered an independent director under the Nasdaq
Marketplace Rules. He will not be appointed to any Board committees and he will not receive any additional compensation for his service on the Board. There are no family relationships between Mr. Marron and any director or
executive officer of the Company.
Mr. Marron's term will continue until the earlier of the Company's next Annual Meeting of Shareholders, or his resignation or removal.
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.
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ePlus inc.
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By: /s/ Elaine D. Marion
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Elaine D. Marion
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Chief Financial Officer
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Date: November 20, 2018