o
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Preliminary
Proxy Statement
|
o
|
Confidential, for Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
o
|
Soliciting
Material Pursuant to Rule 14a-12
|
x
|
No
fee required.
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
|
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(1)
|
Title
of each class of securities to which transaction
applies:
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(2)
|
Aggregate
number of securities to which transaction
applies:
|
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(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
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(4)
|
Proposed
maximum aggregate value of
transaction:
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(5)
|
Total
fee paid:
|
o
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Fee
paid previously with preliminary
materials.
|
o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
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(1)
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Amount
Previously Paid:
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(2)
|
Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
|
Date
Filed:
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1.
|
To
elect directors named in the attached proxy statement, each to serve a
term as described in the proxy statement, and until their successors have
been duly elected and qualified;
|
2.
|
To
ratify the appointment of Deloitte & Touche LLP as our independent
auditors for our fiscal year ending March 31, 2010;
and
|
3.
|
To
transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement
thereof.
|
By
Order of the Board of Directors
|
|
/s/
Erica S. Stoecker
Erica
S. Stoecker
|
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August
4, 2009
|
|
Corporate
Secretary
|
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1
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Ø
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16 |
ePlus
inc.
|
www.eplus.com
|
Ø
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Why am I
receiving these materials?
|
Ø
|
Who is entitled
to vote?
|
Ø
|
What is the
difference between holding shares as a registered stockholder and as a
beneficial holder?
|
Ø
|
On what am I
voting?
|
|
●
|
Election
of eight directors named in this proxy statement to serve for an annual
term.
|
|
●
|
Ratification
of the appointment of Deloitte & Touche LLP as our independent
auditors for our fiscal year ending March 31,
2010.
|
Ø
|
Can I change my
vote after submitting my
proxy?
|
|
●
|
You
may submit another properly completed proxy card with a later
date.
|
|
●
|
You
may send a written notice that you are revoking your proxy to the
Corporate Secretary, ePlus, inc., 13595
Dulles Technology Drive, Herndon, Virginia,
20171.
|
●
|
You
may attend the annual meeting and vote in person. Attending the
annual meeting will not, by itself, revoke your
proxy.
|
Ø
|
How are votes
counted?
|
Ø
|
What are the
voting requirements for each
proposal?
|
|
●
|
For
Proposal 1, election of directors, nominees who receive a plurality of the
votes cast will be elected director. Abstentions and broker non-votes will
have no effect.
|
|
●
|
To
be approved, Proposal 2, ratification of appointment of independent
auditors, must receive a “For” vote from the majority of shares present
and entitled to vote either in person or by proxy. If you
“Abstain” from voting, it will have the same effect as an “Against” vote.
Broker non-votes will have no
effect.
|
Ø
|
What is a
quorum?
|
Ø
|
Who pays for the
cost of this proxy
solicitation?
|
Ø
|
How do I submit
a proposal for the Annual Meeting of Stockholders in
2010?
|
Ø
|
Can I find
additional information on the Company’s
website?
|
Ø
|
Where are the
Company’s principal executive offices located and what is the Company’s
main telephone number?
|
|
●
|
The
Company does business with a director’s business affiliate or the business
affiliate of an immediate family member of a director for goods or
services, or other contractual arrangements, in the ordinary course of
business and on substantially the same terms as those prevailing at the
time for comparable transactions with non-affiliated persons and the
annual revenues or purchases from such business affiliate are less than
the greater of $500,000 and 1% of such person’s consolidated gross
revenues;
|
|
●
|
A
company (of which a director or an immediate family member is an officer)
does business with the Company and the annual sales to, or purchases from,
the Company during such other company’s preceding fiscal year are less
than the greater of $500,000 and 1% of the gross annual revenues of such
other company;
|
|
●
|
A
law firm of which a director or an immediate family member is a partner or
of counsel performs legal services for the Company, the director or the
immediate family member does not personally perform any legal services for
the Company, and the annual payments to such law firm are less than the
greater of $500,000 and 1% of such law firm’s consolidated gross
revenues;
|
|
●
|
An
investment bank or consulting firm of which a director or an immediate
family member is a partner or of counsel performs investment banking or
consulting services for the Company, the director or the immediate family
member does not personally perform any investment banking or consulting
services for the Company and the annual payments to such investment bank
or consulting firm are less than the greater of $500,000 and 1% of such
investment bank’s or consulting firm’s consolidated gross revenues;
and
|
|
●
|
The
director serves on a regularly constituted advisory board of the Company,
for which such director receives standard fees of no more than $50,000 per
annum.
|
|
●
|
A
foundation, university or other not-for-profit organization of which a
director or immediate family member is an officer, director or trustee
receives from the Company contributions in an amount which does not exceed
the greater of $100,000 and 1% of the not-for-profit organization’s
aggregate annual charitable receipts during the entity’s preceding fiscal
year. (The Company’s automatic matching of employee charitable
contributions, if any, are not included in the Company’s contributions for
this purpose.)
|
Name
|
Audit
|
Compensation
|
Nominating and
Corporate Governance
|
Mr.
Beimler
|
Member
|
Member
|
|
Mr.
Cooper
|
Chair
|
Member
|
|
Mr.
Faulders
|
Member
|
Member
|
|
Mr.
Herman
|
Member
|
Member
|
Chair
|
Mr.
Hovde
|
Member
|
Member
|
|
Mr.
O’Donnell
|
Chair
|
Member
|
|
●
|
appointment,
compensation, retention and oversight of the work of any registered public
accounting firm engaged for the purpose of preparing or issuing an audit
report and performing other audit, review or attest services for the
Company.
|
|
●
|
to
discuss the annual audited financial statements with management and the
registered public accounting firm, including the Company’s disclosures
under “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and recommend to the Board of Directors whether
the audited financial statements should be included in the Company’s
Annual Report on Form 10-K.
|
|
●
|
to
discuss the Company’s unaudited financial statements and related footnotes
and the “Management Discussion and Analysis” portion of the Company’s Form
10-Q for each interim quarter with management and the registered public
accounting firm, as appropriate.
|
|
●
|
to
provide oversight of the Company’s internal audit
function.
|
|
●
|
to
discuss the earnings press releases, as well as financial information and
earnings guidance provided to analysts and ratings agencies with
management and the registered public accounting firm, as
appropriate.
|
Fees
Earned or Paid in
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
Nonqualified
Deferred Compensation
|
All
Other Compensation
|
|||||||||
Name
|
Cash
($)(1)
|
($)(2)(3)
|
($)
(3)
|
($)
|
Earnings
|
($)
|
Total
($)
|
|||||||
C.
Thomas Faulders, III
|
35,000
|
18,083
|
-
|
-
|
-
|
-
|
53,083
|
|||||||
Terrence
O'Donnell
|
35,000
|
18,083
|
-
|
-
|
-
|
-
|
53,083
|
|||||||
Milton
E. Cooper, Jr.
|
35,000
|
18,083
|
-
|
-
|
-
|
-
|
53,083
|
|||||||
Lawrence
S. Herman
|
35,000
|
18,083
|
-
|
-
|
-
|
-
|
53,083
|
|||||||
Eric
D. Hovde
|
35,000
|
18,083
|
-
|
-
|
-
|
-
|
53,083
|
|||||||
Irving
R. Beimler
|
35,000
|
18,083
|
-
|
-
|
-
|
-
|
53,083
|
(1)
|
Three
of our directors, Messrs. Cooper, Hovde and O’Donnell, made a stock fee
election for calendar year 2009 to receive shares of restricted stock in
lieu of cash pursuant to the 2008 Non-Employee Long-Term Incentive
Plan. Thus, for the first three quarters of fiscal year ended
March 31, 2009, they each received cash compensation of $8,750 per
quarter. For the last quarter of the fiscal year ended March
31, 2009, they each received 748 shares of restricted stock in lieu of
cash compensation of $8,750.
|
(2)
|
These
amounts reflect the dollar amount recognized in accordance with SFAS
No. 123R for financial statement reporting purposes for the year
ended March 31, 2009. These amounts include awards pursuant to the
2008 Non-Employee Director Long-Term Incentive Plan. Assumptions used in
the calculations of these amounts are included in the footnotes to the
Company’s audited consolidated financial statements for the fiscal year
ended March 31, 2009, which are included in Item 8 of the
Company’s annual report on Form 10-K filed with the SEC. An estimate of
forfeitures is not included in these amounts nor were any actual
forfeitures included in these amounts. On September 25, 2008, each
non-employee director was granted 3,211 shares of restricted stock in
connection with their annual award. The grant date fair value of each of
these awards was $35,000 (calculated by multiplying the number of shares
by $10.90 per share, the closing price reported by The Nasdaq Global
Market). In addition, on September 25, 2008, each non-employee
director was granted 3,211 shares of restricted stock in connection with a
one-time award. The grant date fair value of each of these awards was
$35,000 (calculated by multiplying the number of shares by $10.90 per
share, the closing price reported by The Nasdaq Global
Market).
|
(3)
|
As
of March 31, 2009, the aggregate number of restricted stock awards
and option awards outstanding for each director was as
follows:
|
Name
|
Restricted
Stock
|
Options
|
||
C.
Thomas Faulders, III
|
6,422
|
70,000
|
||
Terrence
O’Donnell
|
6,422
|
70,000
|
||
Milton
E. Cooper, Jr.
|
6,422
|
30,000
|
||
Lawrence
S. Herman
|
6,422
|
47,500
|
||
Eric
D. Hovde
|
6,422
|
--
|
||
Irving
R. Beimler
|
6,422
|
--
|
Name
of Beneficial Owner (1)
|
Number
of Shares Beneficially Owned (2)
|
Percentage
of Shares Outstanding
|
||||||
Phillip
G. Norton (3)
|
2,216,000 | 26.33 | % | |||||
Bruce
M. Bowen (4)
|
581,400 | 7.05 | ||||||
Steven
J. Mencarini (5)
|
15,000 | * | ||||||
C.
Thomas Faulders (6)
|
76,422 | * | ||||||
Terrence
O’Donnell (7)
|
77,170 | * | ||||||
Milton
E. Cooper (8)
|
37,170 | * | ||||||
Lawrence
S. Herman (9)
|
53,922 | * | ||||||
Eric
D. Hovde (10)
|
1,283,071 | 15.57 | ||||||
Irving
R. Beimler (11)
|
6,422 | * | ||||||
All
directors and executive officers as a group (11
persons)
|
4,397,269 | 50.62 |
*
|
Less
than 1%
|
(1)
|
The
business address of Messrs. Norton, Bowen, Mencarini, Faulders, O’Donnell,
Cooper, Herman, Hovde and Beimler is 13595 Dulles Technology Drive,
Herndon, Virginia, 20171-3413.
|
(2)
|
A
person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days of June 30, 2009 upon exercise of
options or warrants. Each beneficial owner’s percentage
ownership is determined by assuming that options or warrants that are held
by such person (but not by any other person) and that are exercisable
within 60 days of June 30, 2009 have been
exercised.
|
(3)
|
Includes
2,040,000 shares held by J.A.P. Investment Group, L.P., a Virginia limited
partnership, of which J.A.P., Inc., a Virginia corporation, is the sole
general partner. The limited partners are: Patricia A. Norton,
the spouse of Mr. Norton, trustee for the benefit of Phillip G. Norton,
Jr. u/a dated as of July 20, 1983; Patricia A. Norton, trustee for the
benefit of Jeremiah O. Norton, u/a dated as of July 20, 1983; and Patricia
A. Norton. Patricia A. Norton is the sole stockholder of
J.A.P., Inc. Also includes 175,000 shares of common stock that
Mr. Norton has the right to acquire by exercise of stock
options. Mr. Norton holds 1,000 shares of ePlus
individually.
|
(4)
|
Includes
421,400 shares held by Mr. Bowen and his spouse, as tenants by the
entirety, and 160,000 shares held by Bowen Holdings LLC, a Virginia
limited liability company, which is owned by Mr. Bowen and his three
children, for which shares Mr. Bowen serves as
manager.
|
(5)
|
Includes
15,000 shares of common stock that Mr. Mencarini has the right to acquire
by exercise of stock options.
|
(6)
|
Includes
70,000 shares of common stock that Mr. Faulders has the right to acquire
by exercise of stock options. Also includes 6,422 shares of
restricted stock that have not vested as of June 30, 2009, however, Mr.
Faulders has the right to vote such shares of restricted stock prior to
vesting.
|
(7)
|
Includes
70,000 shares of common stock that Mr. O’Donnell has the right to acquire
by exercise of stock options. Also includes 7,170 shares of
restricted stock that have not vested as of June 30, 2009, however, Mr.
O’Donnell has the right to vote such shares of restricted stock prior to
vesting.
|
(8)
|
Includes
30,000 shares of common stock that Mr. Cooper has the right to acquire by
exercise of stock options. Also includes 7,170 shares of
restricted stock that have not vested as of June 30, 2009, however, Mr.
Cooper has the right to vote such shares of restricted stock prior to
vesting.
|
(9)
|
Includes
47,500 shares of common stock that Mr. Herman has the right to acquire by
exercise of stock options. Also includes 6,422 shares of
restricted stock that have not vested as of June 30, 2009, however, Mr.
Herman has the right to vote such shares of restricted stock prior to
vesting.
|
(10)
|
Of
the 1,283,071 shares beneficially owned by Eric D. Hovde, 35,729 shares
are owned directly, which includes 7,170 shares of restricted stock that
have not vested as of June 30, 2009, however, Mr. Hovde has the right to
vote such shares of restricted stock prior to vesting. Eric D.
Hovde is the managing member (“MM”) of Hovde Capital, L.L.C., the general
partner to Financial Institution Partners II, L.P., which owns 328,719
shares; Eric D. Hovde is the MM of Hovde Capital Limited IV LLC, the
general partner to Financial Institution Partners IV, L.P., which owns
27,231 shares; Eric D. Hovde is the MM of Hovde Capital, Ltd., the general
partner to Financial Institution Partners III, L.P., which owns 126,811
shares; Eric D. Hovde is the MM of Hovde Capital I, LLC, the general
partner to Financial Institution Partners, L.P., which owns 293,991
shares; Eric D. Hovde is the MM to Hovde Capital Offshore LLC, the
management company to Financial Institution Partners, Ltd., which owns
374,395 shares; Eric D. Hovde is the MM of Hovde Capital Advisors LLC, the
investment manager to certain discretionary or non-discretionary managed
accounts which own 25,930 shares; Eric D. Hovde is the MM of Hovde
Acquisition II, L.L.C, which owns 30,000 shares; Eric D. Hovde is the
trustee to The Eric D. and Steven D. Hovde Foundation, which owns 21,265
shares; and Eric D. Hovde is the trustee to The Hovde Financial, Inc.
Profit Sharing Plan and Trust, which owns 19,000
shares.
|
(11)
|
Includes
6,422 shares of restricted stock that have not vested as of June 30, 2009,
however, Mr. Beimler has the right to vote such shares of restricted stock
prior to vesting.
|
|
●
|
the
director or officer was acting in good faith in a manner the director or
officer reasonably believed to be in the best interests of ePlus, and, with
respect to any criminal action, the director or officer had no reasonable
cause to believe the director’s or officer’s conduct was
unlawful;
|
|
●
|
the
claim was not made to recover profits by the director or officer in
violation of Section 16(b) of the Exchange Act or any successor
statute;
|
|
●
|
the
claim was not initiated by the director or
officer;
|
|
●
|
the
claim was not covered by applicable insurance;
or
|
|
●
|
the
claim was not for an act or omission of a director of ePlus from which a
director may not be relieved of liability under Section 102(b)(7) of the
Delaware General Corporation Law. Each director and officer has
undertaken to repay ePlus for any costs or
expenses paid by ePlus if it is
ultimately determined that the director or officer is not entitled to
indemnification under the indemnification
agreements.
|
Name
of Beneficial Owner
|
Number
of Shares Beneficially Owned
|
Percentage
of Shares Outstanding
|
||||||
Patrick
J. Retzer (1)
1140
Auburn Drive
Brookfield,
WI 53045
|
597,817
|
7.3%
|
||||||
Dimensional
Fund Advisors LP (2)
Palisades
West, Building One
6300
Bee Cave Road
Austin,
TX 78746
|
547,596
|
6.7
|
(1)
|
The
information regarding Patrick J. Retzer is derived from a Schedule 13G/A
filed with the SEC on February 12,
2009.
|
(2)
|
The
information as to Dimensional Fund Advisors LP (“Dimensional”) is derived
from a Schedule 13G/A filed with the SEC on February 9,
2009. Dimensional, an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940, furnishes investment
advice to four investment companies registered under the Investment
Company Act of 1940, and serves as investment manager to certain other
commingled group trusts and separate accounts. These investment
companies, trusts, and accounts are referred to as the “Funds.” In its
role as investment adviser or manager, Dimensional possesses investment
and/or voting power over our securities that are owned by the Funds, and
may be deemed to be the beneficial owner of our securities held by the
Funds. However, Dimensional disclaims beneficial ownership of
all securities reported in its Schedule
13G/A.
|
Name
|
Age
|
Position
|
Elaine
D. Marion
|
41
|
Chief
Financial Officer
|
Steven
J. Mencarini
|
53
|
Senior
Vice President of Business Operations
|
Kleyton
L. Parkhurst
|
46
|
Senior
Vice President and Assistant
Secretary
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards ($)
|
Option
Awards ($)(1)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation ($)
|
Total
($)
|
Phillip
G. Norton –
|
2009
|
400,000
|
-
|
-
|
-
|
168,660
|
-
|
1,500(2)
|
570,160
|
Chairman
of the Board, President, and Chief Executive Officer
|
2008
|
395,561
|
-
|
-
|
999,941
|
200,000
|
-
|
1,500
|
1,597,002
|
Bruce
M. Bowen –
|
2009
|
310,692
|
-
|
-
|
-
|
150,000
|
-
|
203,126(3)
|
663,818
|
Executive
Vice President
|
2008
|
300,000
|
-
|
-
|
164,370
|
150,000
|
-
|
190,952
|
805,322
|
Steven
J. Mencarini –
|
2009
|
286,458
|
-
|
-
|
-
|
131,082
|
-
|
79,160(4)
|
496,700
|
Senior
Vice President of Business Operations
|
2008
|
286,827
|
-
|
-
|
164,370
|
150,000
|
-
|
74,292
|
675,489
|
(1)
|
The
amounts in this column reflect the dollar amount recognized in accordance
with SFAS 123R for financial statement reporting purposes for the years
ended March 31, 2008 and 2009 (we estimated the forfeitures to be zero).
There were no stock awards made to the named executive officers in fiscal
year 2008 or 2009. The amounts shown in this column for fiscal
year 2008 relate to options which were canceled on May 11,
2007. The assumptions used to calculate the accounting expense
recognized in fiscal 2008 for these stock option awards
are:
|
Expected
life of option
|
5
years
|
Expected
stock price volatility
|
71.77%
|
Expected
dividend yield
|
0%
|
Risk-free
interest rate
|
3.46%
|
(2)
|
Includes
$1,500 of our employer 401(k) matching
contributions.
|
(3)
|
Includes
$5,600 of country club dues, $1,500 of our employer 401(k) matching
contributions, and $196,026, which represents for fiscal year 2009 the
increase of the cash benefit under the Supplemental Benefit
Plan.
|
(4)
|
Includes
$1,500 of our employer 401(k) matching contributions, and $77,660 which
represents for fiscal year 2009 the increase in the cash benefit under the
Supplemental Benefit Plan.
|
|
●
|
death
|
|
●
|
termination
of employment; or
|
|
●
|
the
expiration of the plans.
|
Option
Awards
|
||||||||||
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
|||||
Phillip
G. Norton
|
175,000
|
-
|
-
|
7.75
|
8/11/2009
|
|||||
Bruce
M. Bowen
|
29,641
|
-
|
-
|
7.75
|
8/11/2009
|
|||||
Steven
J. Mencarini
|
5,000
|
-
|
-
|
7.75
|
12/27/2010
|
|||||
10,000
|
-
|
-
|
17.38
|
9/13/2010
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options, warrants,
and rights
|
Weighted-average
exercise price of outstanding options, warrants, and
rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in first
column)
|
|||||||||
Equity
compensation plans approved by security holders
|
908,290 | $ | 10.29 | 1,211,468(1) | ||||||||
Equity
compensation plans not approved by security holders
|
- | - | - | |||||||||
Total
|
908,290 | $ | 10.29 | 1,211,468 | ||||||||
(1)
|
This
number includes 211,468 shares reserved for issuance under the 2008
Non-Employee Director Long-Term Incentive Plan and available for future
restricted stock awards.
|
Fiscal
2009
|
Fiscal
2008
|
|||||||
Audit
Fees
|
$ | 966,160 | $ | 2,229,000 | ||||
Audit
Related Fees
|
----
|
----
|
||||||
Tax
Fees
|
----
|
----
|
||||||
All
Other Fees
|
----
|
----
|
||||||
TOTAL
FEES
|
$ | 966,160 | $ | 2,229,000 |
c/o
National City Bank
Shareholder
Services Operations
Locator
5352
P
O. Box 94509
Cleveland,
OH 44101-4509
|
Please
sign and date this proxy card and return it promptly in the enclosed
postage-paid envelope, or otherwise to National City Bank, P.O. Box
535300, Pittsburgh, PA 15253, so that your shares may be represented at
the Annual Meeting.
|
Proxy
card must be signed and dated below.
ò Please
fold and detach card at perforation before mailing. ò
|
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON SEPTEMBER 14, 2009.
|
Dated:
|
,
2009.
|
Signature
|
|
Signature
if held jointly
|
|
NOTE: When
shares are held by joint tenants, both should sign. Persons
signing as Executor, Administrator, Trustee, etc. should so
indicate. Please sign exactly as the name appears on the
proxy.
|
Proxy
card must be signed and dated below.
ò Please
fold and detach card at perforation before mailing. ò
|
ePlus
inc.
|
PROXY
|
1.
|
To
elect as Directors, each to serve a term of one year and until their
successors have been duly elected and qualified.
|
||
(1)
Phillip G. Norton
|
(2)
Bruce M. Bowen
|
(3)
Terrence O’Donnell
|
|
(4)
Milton E. Cooper, Jr.
|
(5)
C. Thomas Faulders, III
|
(6)
Lawrence S. Herman
|
|
(7)
Eric D. Hovde
|
(8)
Irving R. Beimler
|
q
|
FOR all nominees listed
above
|
q
|
WITHHOLD
AUTHORITY
|
|
(except
as marked to the contrary below)
|
to vote for all
nominees listed above
|
2.
|
To
ratify the appointment of Deloitte & Touche LLP as ePlus’ independent
auditors for ePlus’ fiscal year
ending March 31, 2010.
|
q
|
FOR
|
q
|
AGAINST
|
q
|
ABSTAIN
|