UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~May 3014, 2025

PC Connection, Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~charter~~Charter)


Delaware	0-23827	02-0513618
(State or other juris-diction of incorporation	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Juris-diction of Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)


730 Milford RoadMerrimack, NH	03054
730 Milford RoadMerrimack, New Hampshire	03054
(Address of principal executive offices)	(Zip Code)
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: ( 603) -683-2000

N/A

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchangeon which registered
Common Stock, $0.01 par value	CNXN	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 2.02. Results of Operations and Financial Condition~~

OnItem ~~April 30, 2025, PC Connection, Inc~~5.07 ~~(“Connection”)~~Submission ~~announced its financial results for the quarter ended March 31, 2025. The full text~~ of ~~the~~Matters ~~press release issued in connection with the announcement is furnished as Exhibit 99.1~~ to ~~this~~a ~~Current~~Vote ~~Report~~of onSecurity ~~Form 8-K~~Holders.

~~The~~On ~~information~~May in14, ~~Items~~2025, ~~2.02~~PC ~~and~~Connection, 7Inc.01 ~~of this Form 8-K~~ (~~including~~the ~~Exhibit 99.1) shall not be deemed~~ “~~filed~~Company”) ~~for~~held ~~purposes~~its of2025 ~~Section~~Annual 18Meeting of ~~the~~Stockholders ~~Securities Exchange Act of 1934~~ (the “~~Exchange~~Annual ~~Act~~Meeting”) ~~or otherwise subject to the liabilities of that section~~, ~~nor~~at ~~shall~~which ita bequorum ~~deemed~~was ~~incorporated~~present. byThe ~~reference~~following inis ~~any~~a ~~filing~~brief ~~under~~description ~~the~~and ~~Securities~~vote ~~Act~~count of ~~1933~~all oritems ~~the~~voted ~~Exchange~~on ~~Act,~~at ~~except~~the asAnnual ~~expressly set forth by specific reference in such a filing.~~Meeting:

~~Item~~(1) ~~7.01.~~The ~~Regulation~~election FDof ~~Disclosure~~six directors to serve until the 2026 Annual Meeting of Stockholders;

On(2) ~~April~~The 30approval, ~~2025,~~on ~~Connection~~an ~~also~~advisory ~~announced~~basis, inof the ~~press~~compensation ~~release attached as Exhibit 99.1 hereto that its Board~~ of ~~Directors~~the ~~had~~Company’s ~~declared~~named aexecutive ~~quarterly cash dividend.~~officers;

~~Connection~~(3) ~~also~~An ~~announced~~advisory ~~that~~vote ~~its~~on ~~Board of Directors approved a $50.0 million increase to Connection’s existing share repurchase program, bringing~~ the ~~aggregate~~frequency ~~size authorized to $170.0 million,~~ of ~~which~~future ~~approximately~~executive ~~$50.5~~compensation ~~million~~advisory ~~is available after giving effect to the increase.~~votes;

~~Item~~(4) ~~9.01.~~The ~~Financial~~approval ~~Statements~~of ~~and~~an ~~Exhibits~~amendment to the Company’s 2020 Stock Incentive Plan increasing the number of shares of common stock authorized for issuance under such plan from 1,252,500 to 1,652,500;

(d5)~~Exhibits~~ The approval of an amendment to the Company’s Amended and Restated 1997 Employee Stock Purchase Plan increasing the number of shares of common stock authorized for issuance under such plan from 1,302,500 to 1,352,500; and


Exhibit No.		Description

99.1		Press Release issued by PC Connection, Inc. on April 30, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(6)

The ratification of the selection by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

The proposals were approved by the following votes:

Proposal #1: To elect six directors to serve until the 2026 Annual Meeting of Stockholders.


	For	Withheld	Broker Non-Vote
Election of Patricia Gallup	20,661,902	3,614,003	520,609
Election of David Beffa-Negrini	21,088,339	3,187,566	520,609
Election of Jay Bothwick	24,079,979	195,926	520,609
Election of Barbara Duckett	23,829,445	446,460	520,609
Election of Jack Ferguson	24,048,131	227,774	520,609
Election of Gary Kinyon	24,079,868	196,037	520,609

~~SIGNATURE~~Proposal #2: To approve, on an advisory basis, the compensation of the Company’s named executive officers.

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.


For	Against	Abstain	Broker Non-Vote
23,357,253	892,998	25,654	520,609

Proposal #3: To hold an advisory vote on the frequency of future executive compensation advisory votes.

Date: April 30, 2025	PC CONNECTION, INC.


1 Year		2 Years	3 Years	Abstain	Broker Non-Vote
	By:	/s/ Thomas C. Baker
8,387,264		2,579	15,864,220	21,842	520,609
		Thomas C. Baker
		Senior Vice President, Chief Financial Officer & Treasurer

Proposal #4: To approve an amendment to the Company’s 2020 Stock Incentive Plan increasing the number of shares of common stock authorized for issuance under such plan from 1,252,500 to 1,652,500.


For	Against	Abstain	Broker Non-Vote
23,711,493	552,772	11,640	520,609

Proposal #5: To approve an amendment to the Company’s Amended and Restated 1997 Employee Stock Purchase Plan increasing the number of shares of common stock authorized for issuance under such plan from 1,302,500 to 1,352,500.


For	Against	Abstain	Broker Non-Vote
24,250,241	16,190	9,474	520,609

Proposal #6: To ratify the selection by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.


For	Against	Abstain	Broker Non-Vote
24,574,541	212,579	9,394	-

SIGNATURE

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.


Date: May 14, 2025	PC CONNECTION, INC.


	By:	/s/ Thomas C. Baker
		Thomas C. Baker
		Senior Vice President, Chief Financial Officer & Treasurer

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