The Annual Meeting of Shareholders of ePlus inc. was held on September 13, 2012. There were present, in person or by proxy, holders of 7,440,066 shares of our common stock, or 92.31% of all shares of common stock eligible to be voted at the meeting. The final voting results on all matters are disclosed below.

1. Election of the following directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified (included as Item 1 in the proxy statement). Each nominee for director was elected by a vote of the shareholders as follows:

                          For     Withheld  Broker Non-Vote
Phillip G. Norton     6,058,416    86,114        1,295,536
Bruce M. Bowen        6,058,416    86,114        1,295,536
C. Thomas Faulders    5,920,149   224,381        1,295,536
Terrence O'Donnell    5,863,974   280,556        1,295,536
Lawrence S. Herman    5,916,009   228,521        1,295,536
Milton E. Cooper, Jr. 6,068,740    75,790        1,295,536
John E. Callies       5,922,636   221,894        1,295,536
Eric D. Hovde         6,068,337    76,193        1,295,536

Each nominee was elected a director of ePlus inc.

2. Approval of the 2012 Employee Long-Term Incentive Plan (included as Annex A in the proxy statement). The proposal was approved by a vote of shareholders as follows:

  For:              6,068,850
  Against:             74,255
  Abstain:              1,425
  Broker non-votes: 1,295,536

3. The advisory vote on the compensation of our named executive officers, as disclosed in our proxy statement (included as Item 3 in the proxy statement), was approved by the following vote:

  For:              6,130,435
  Against:              9,036
  Abstain:              5,059
  Broker non-votes: 1,295,536

4. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2013 (included as Item 4 in the proxy statement). The proposal was approved by a vote of shareholders as follows:

  For:              7,399,101
  Against:             40,395
  Abstain:                570
  Broker non-votes:         0

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 hereunto duly authorized.

ePlus inc.

By: /s/ Elaine D. Marion
Elaine D. Marion
Chief Financial Officer

Date: September 17, 2012