Certificate of Incorporation/Bylaws - Form 8-K

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 26, 2024, 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 make certain updates to the procedures and disclosure requirements for director nominations and other proposals submitted by stockholders pursuant to the Company's advance notice provisions to comply with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, relating to the universal proxy rules. Additionally, the amendments to the Bylaws include, among other things:

•	expressly providing that stockholder meetings may be held by means of remote communication;

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updating the provisions related to the officers of the Company, including (i) providing that the person holding the office of Chief Executive Officer shall also be the President of the Company, unless the Board designates different individuals for such roles and (ii) adding express language that the officers of the Company shall include a Chief Financial Officer and a Treasurer and articulating the duties of such officers;

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revising the Bylaws' indemnification provisions, including (i) adding to the types of indemnified proceedings, (ii) stating that an indemnitee's rights benefit any heirs, executors and administrators, (iii) expressly authorizing the Board to enter into indemnification contracts, and (iv) providing assurance that indemnification protections apply in the event that the related provisions are subsequently amended or repealed; and

•	making certain administrative, modernizing, clarifying and conforming changes, including adopting gender-neutral terms and updates to the procedural provisions regarding stockholder lists, the inspector of elections, proxies and notice, and adjournment of stockholder meetings.

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.