EPAM Systems (EPAM) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, with virtual participation and voting options for shareholders.

• 2025 performance marked by strong growth in AI-native services, double-digit sequential revenue increases, and strategic investments in AI capabilities.

• Leadership transition executed, with Balazs Fejes appointed CEO and Arkadiy Dobkin as Executive Chair.

• Board and management confident in continued revenue growth and profitability, supported by innovation and global delivery platform.

Voting matters and shareholder proposals

• Election of four Class II directors for one-year terms.

• Approval of amendment to Certificate of Incorporation to allow shareholders with 25% ownership to call special meetings.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of amendments to increase shares in the 2025 Long Term Incentive Plan (by 4,000,000 shares) and 2021 Employee Stock Purchase Plan (by 650,000 shares).

• Advisory vote on a shareholder proposal to allow special meetings at a 10% threshold, which the Board recommends against.

Board of directors and corporate governance

• Board consists of 11 members, with phased declassification to annual elections by 2028.

• Nine of 11 directors are independent; all committees are composed solely of independent directors.

• Board diversity includes 36% female directors and members born outside the US.

• Recent governance enhancements: elimination of supermajority voting, adoption of majority voting, and robust stockholder engagement.

• Lead Independent Director role established and separated from Executive Chair.