UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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):
i June 6, 2022
i ePlus inc.
(Exact name of registrant as specified in its charter)
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i Delaware
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i 54-1817218
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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i 13595 Dulles Technology Drive
i Herndon, i Virginia i 20171-3413
(Address of principal executive offices, including zip code)
( i 703) i 984-8400
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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):
i ☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
i ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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i Common Stock
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i PLUS
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i Nasdaq Global Select Market
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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 i ☐
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
On
June 6, 2022, the Compensation Committee (the
"Committee") of the Board of Directors (the
"Board") of
the Company finalized the structure of cash incentive
award agreements for the fiscal year ending
March 31, 2023, under
the Company's Cash Incentive Plan (the
"CIP"), in which Mark P. Marron (Chief Executive Officer and President), Darren S. Raiguel (Chief Operating Officer) and
Elaine D. Marion (Chief
Financial Officer) will participate.
The fiscal year 2023 Company performance goals and their relative proportions, which are the same for all three executives, are:
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2023 Financial Performance Goals
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Weighting
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Consolidated net sales
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20%
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Financing segment operating income
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20%
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Earnings before tax
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30%
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Services gross profit
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30%
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Any awards earned under the CIP will be paid in cash. In calculating whether performance goals have been achieved, actual results will be adjusted to exclude
the following, as applicable:
(i) the incentive compensation expensed by ePlus for payments under the CIP;
(ii) all items of revenue, gain, or loss determined by the ePlus Board of Directors to be extraordinary or unusual in nature, and not incurred or realized in
the ordinary course of business; and
(iii) any revenue, gain, or loss attributable to the business operations of any entity acquired by ePlus during the 2023 fiscal year.
The cash incentive compensation for fiscal year 2023 can range from $0 to a maximum of: for Mr. Marron, $1,850,000; Mr. Raiguel, $1,000,000 and for Ms.
Marion, $1,000,000.
The award amount payable is a target award based on the level of attainment of the applicable performance goals as set forth in the participant's award
agreement. The Committee may not waive or amend performance goals after the performance goals have been established, but has discretionary authority to reduce the amount that would otherwise be payable with respect to any award. In the event it is
determined that an award was paid based on incorrect financial results, the Committee may lower the payment, and to the extent permitted by applicable law, require the participant to reimburse
the Company for any amount paid with respect to such an
award.
Additionally, the CIP provides that cash payments are subject to recovery by
the Company to the extent required by the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 and the Sarbanes-Oxley Act of 2002 and any regulations promulgated thereunder.
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.
Chief Financial Officer
