EPLUS INC 8-K

What Happened
ePlus Inc. announced on February 17, 2026 that its Board of Directors approved an amendment and restatement of the company's Amended and Restated Bylaws, which became effective the same day. The updated Bylaws revise nomination and election procedures, add express authority regarding distributions, and make several administrative and modernization changes.

Key Details

• The Board approved the amended and restated Bylaws on February 17, 2026; the full text is filed as Exhibit 3.1.
• New nomination-related provisions: stockholders will be notified and given an opportunity to cure nomination deficiencies if the nomination is submitted sufficiently before the filing deadline; the notice requirements for transactions a nominating stockholder must disclose were expanded.
• Governance and election changes: a director who is up for election is expressly prohibited from serving as an inspector of elections; timing for availability of the list of stockholders entitled to vote was clarified.
• Corporate authority and administrative updates: the Bylaws add express Board authority to pay dividends or make other distributions (subject to the Delaware General Corporation Law), specify the color of proxy cards for shareholder solicitations, and remove facsimile as an accepted method for Board meeting notices.

Why It Matters
These Bylaw changes affect corporate governance and the shareholder nomination and proxy process—areas important to investors in proxy contests or those who may nominate directors. The inclusion of explicit authority for the Board to pay dividends clarifies distribution powers but does not itself declare any dividend or change financial policy. The filing does not report any management changes, financial results, or other material economic terms. Investors should review the filed Bylaws (Exhibit 3.1) for full details if governance or proxy matters are important to their investment decisions.