Item 2. Unregistered Sales of Equity Securities
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
The following table provides information regarding our purchases of common stock during the three months ended December 31, 2023.
Period
Total
number of
shares
purchased (1)
Average
price paid per
share
Total number of
shares purchased
as part of publicly
announced plans or
programs
Maximum number
of shares that may
yet be purchased
under the plans or
programs (2)
Oct 1, 2023 through Oct 31, 2023
9,000
$
63.96
9,000
969,743
Nov 1, 2023 through Nov 30, 2023
11,355
$
61.92
11,355
958,388
Dec 1, 2023 through Dec 31, 2023
1,786
$
67.10
1,786
956,602
Total
22,141
22,141
(1)
All shares were acquired in open-market purchases.
(2)
The amounts presented in this column are the remaining number of shares that may be repurchased after repurchases during the month. As of May 27, 2023, the authorization under the then-existing share repurchase plan expired. On March
22, 2023, our board of directors authorized the repurchase of up to 1,000,000 shares of our outstanding common stock, over a 12-month period beginning May 28, 2023.
48
Table of Contents
The timing and expiration date of the current stock repurchase authorizations are included in Note 11 , “Stockholders’ Equity”
to our unaudited consolidated financial statements included elsewhere in this report.
Item 3.
DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
Item 4.
MINE SAFETY DISCLOSURES
Not Applicable.
Item 5.
OTHER INFORMATION
Insider Trading Arrangements and Policies
During the three months ended December 31, 2023, no director or executive officer of e Plus inc. adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Certain of our executive officers may
participate in employee stock purchase plans that have been designed to comply with Rule 10b5-1(c) under the Exchange Act.
Item 6.
EXHIBITS
Exhibit
Number
Exhibit Description
3.1
e Plus inc. Amended and Restated Certificate of Incorporation, as last amended September 18, 2023. (Incorporated herein by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period
ended September 30, 2023).
3.2
Amended and Restated Bylaws of e Plus inc., as of March 2, 2022. (Incorporated herein by reference to Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2022).
10.1
Form of Cash Performance Award Agreement. (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 22, 2023).
10.2
Form of Performance Stock Unit Award Notice and Award Agreement. (Incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 22, 2023).
31.1
Certification of the Chief Executive Officer of e Plus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).
31.2
Certification of the Chief Financial Officer of e Plus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).
32
Certification of the Chief Executive Officer and Chief Financial Officer of e Plus inc. pursuant to 18 U.S.C. § 1350.
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema Document
49
Table of Contents
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Exhibit 101 Inline XBRL document)
50
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
e Plus inc.
Date: February 6, 2024
/s/ MARK P. MARRON
By: Mark P. Marron
Chief Executive Officer and
President
(Principal Executive Officer)
Date: February 6, 2024
/s/ ELAINE D. MARION
By: Elaine D. Marion
Chief Financial Officer
(Principal Financial Officer)
51
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.