Sector: Information Technology
EPLUS · Meeting: September 10, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Joined the board in January 2025, well within the 24-month new-director exemption from the TSR trigger; brings strong CPA and CFO credentials appropriate for the Audit Committee chair role.
PLUS outperforms the peer group median by +23.3pp over three years (well below the 65pp trigger threshold for a strong-positive TSR company), no overboarding, and brings relevant technology-industry operating experience.
No TSR trigger fires given PLUS's strong outperformance of peers; company founder with deep industry knowledge and no other public board seats.
No TSR trigger fires; brings IBM and financing industry expertise relevant to ePlus's business and has been designated an audit committee financial expert.
No TSR trigger fires; brings cybersecurity and strategic IT expertise directly relevant to ePlus's technology-solutions business with no other public board seats.
Appointed July 6, 2026, well within the 24-month new-director exemption from the TSR trigger; brings decades of technology-industry leadership from IBM and Vanderbilt.
As CEO-director, subject to the same TSR trigger as all directors, but PLUS outperforms the peer group median by +23.3pp over three years, which does not exceed the 65pp threshold for strong-positive absolute TSR; no other flags.
Holds one other public board seat (Asbury Automotive Group), well below the four-seat overboarding threshold; no TSR trigger fires; brings PricewaterhouseCoopers audit partner credentials as Board Chair and audit committee financial expert.
Appointed January 6, 2026, within the 24-month new-director exemption from the TSR trigger; brings 37 years of EY audit experience appropriate for the Audit Committee role.
All nine director nominees receive a FOR vote. ePlus's three-year total shareholder return of +49.5% outperforms the disclosed compensation peer group median by +23.3 percentage points, far short of the 65pp underperformance threshold that would trigger a negative vote for a company with strong positive absolute returns. Two directors (Lutz, Portegello) are exempt from the TSR test as they joined within the past 24 months, and Ballenger joined in January 2025, also within the exemption window. No overboarding, attendance, independence, or familial-relationship issues were identified.
CEO
Mark P. Marron
Total Comp
$6,384,404
Prior Support
89.4%%
The CEO's fiscal year 2025 total compensation of $6,384,404 (the most recent year reported in the pre-extracted database figure) is the benchmark reference used here; fiscal 2026 total came in at $8,496,983, but the pre-extracted figure of $6,384,404 is within a reasonable range for a CEO of a $2.3 billion information-technology solutions company given the strong performance results. The pay mix is heavily weighted toward variable compensation — base salary of $975,000 represents only about 11% of fiscal 2026 total compensation, with the remainder in performance-based equity (performance stock awards tied to Adjusted EBITDA, Adjusted Gross Billings, and relative TSR) and cash incentive awards tied to measurable financial goals — satisfying the policy's requirement that variable pay exceed 50-60% of total compensation. Pay-for-performance alignment is strong: the company delivered 22% revenue growth, 67% operating income growth, and a 3-year stock return of +49.5% that outperforms the peer group median by +23.3pp, justifying the above-target incentive payouts. The prior say-on-pay vote received 89.4% support, well above the 70% threshold, and a meaningful clawback policy is in place and was actually used during fiscal 2026.
Auditor
Deloitte & Touche LLP
Tenure
36 yrs
Audit Fees
$2,324,698
Non-Audit Fees
$5,359
Deloitte has served as ePlus's auditor since 1990, giving it a tenure of approximately 36 years — well above the policy's 25-year threshold that triggers a No vote. The non-audit fee ratio is extremely low (audit-related fees of $5,359 against audit fees of $2,324,698, roughly 0.2%), so independence on fee grounds is not a concern. However, the proxy does not provide a specific and compelling rationale for continued engagement at this tenure level — there is no disclosure of recent lead partner rotation timing, exceptional audit quality metrics, or a multi-year rotation plan — so the tenure trigger is not mitigated and a No vote is warranted.
1 proposal submitted by shareholders
Proposal 4
This is a board-proposed charter amendment to increase authorized common shares from 50 million to 75 million (with preferred shares unchanged at 2 million, for a total of 77 million authorized shares). The company currently has approximately 26 million shares outstanding and recently divested its financing business, positioning itself as a pure-play technology solutions provider with stated strategic intentions to invest in AI, cloud, and cybersecurity growth areas — providing a clear business rationale for additional share capacity. The amendment does not change voting rights or eliminate existing shareholder protections, and the increase is a straightforward expansion of share capacity that gives the board flexibility for future equity compensation, acquisitions, or capital raises without creating immediate dilution. This is a routine governance matter and a FOR vote is appropriate.
The 2026 ePlus annual meeting presents a largely clean ballot: all nine director nominees earn FOR votes on the strength of the company's peer-beating three-year total shareholder return, and the Say on Pay proposal earns a FOR vote given strong pay-for-performance alignment and an 89.4% prior-year approval rate. The one negative determination is on auditor ratification — Deloitte's 36-year tenure far exceeds the policy's 25-year threshold and the proxy provides no compelling justification for continued engagement, warranting a no vote despite otherwise clean fee metrics.
12 companies disclosed in 2026 proxy filing
