ePlus Inc.

02/17/2026 | Press release | Distributed by Public on 02/17/2026 15:37

Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 17, 2026, the Board of Directors of ePlus inc. (the "Company") approved the amendment and restatement of the Company's Amended and Restated Bylaws (the "Bylaws"), which became effective the same day. The Bylaw amendments include, among other things:

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requiring that the Company provide stockholders with notification of, and an opportunity to cure, any deficiency in a stockholder director nomination if the nomination is provided in sufficient time ahead of the submission deadline;

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adding express authority for the Company's Board of Directors to pay dividends or make other distributions, subject to the Delaware General Corporation Law;


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expressly prohibiting a director up for election from serving as an inspector of elections; and

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making certain administrative, modernizing, clarifying and conforming changes, including specifying the color of proxy cards used by stockholders soliciting proxies, adding certain transaction types to the description of transactions a stockholder is required to include in its notice of nominating a director, clarifying the timing of the availability of the list of stockholders entitled to vote at a meeting ahead of such meeting, and removing facsimile as a delivery method for Board meeting notices.

The above summary description of the changes to the Bylaws is not complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

ePlus Inc. published this content on February 17, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 17, 2026 at 21:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]