{"url_path":"/sec/plus/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1022408/0001022408-26-000064-index.html","accession_number":"0001022408-26-000064","cik":"0001022408","ticker":"PLUS","issuer_name":"EPLUS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1022408/0001022408-26-000064-index.html","primary_entity_key":"0001022408","primary_entity_name":"EPLUS INC"},"word_count":281,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n \n\n(d) On July 6, 2026, pursuant to Article III of the\nAmended and Restated Bylaws of ePlus inc. (the “Company”), the Board of\nDirectors (the “Board”) of the Company increased the size of the Board from eight\nto nine directors and appointed John M. Lutz, 64, to the Board, filling the\nvacancy.  Mr. Lutz’s term will continue\nuntil the Company’s next Annual Meeting of Shareholders and until his successor\nis elected and qualified.  Mr. Lutz was\nalso appointed to both the Audit Committee and the Compensation Committee of\nthe Board. There are no family relationships between Mr. Lutz and any director\nor executive officer of the Company and there are no transactions in which Mr. Lutz\nhas a direct or indirect material interest requiring disclosure under Item\n404(a) of Regulation S-K.  \n\n \n\nThe Board further affirmatively determined that Mr. Lutz\nis an independent director within the meaning of the applicable Nasdaq\nMarketplace Rules.  Mr. Lutz will be\ncompensated for his service as a director in accordance with the Company’s\ncurrent compensation program for independent members of the Board, with a\npro-rata adjustment for his initial partial-year service on the Board,\nincluding a pro-rata restricted stock grant pursuant to the ePlus 2024\nNon-Employee Director Long-Term Incentive Plan. Such compensation program is\ndescribed in more detail in the Company’s Definitive Proxy Statement on\nSchedule 14A filed with the SEC on July 28, 2025, under the heading “Director\nCompensation.\"\n\n \n\nA copy of the press release issued by the Company on July 6, 2026, announcing the appointment of Mr. Lutz is attached hereto as Exhibit\n99.1."}