Epam Systems Inc

This proposal asks stockholders to approve an amendment to Article 7 of the Company’s Certificate of Incorporation to enable stockholders to request special meetings. Management seeks shareholder approval so that the Board can adopt bylaws permitting stockholders who own at least 25% of the voting power to request a special meeting, subject to procedural and information requirements intended to limit frivolous or duplicative meeting requests. The Board frames the amendment as enhancing accountability while protecting stockholders generally from meetings driven by a small minority with narrow interests. The proposal follows engagement and governance changes in recent years, including declassification of the Board and removal of supermajority provisions, and is presented in direct response to a competing stockholder proposal seeking a 10% threshold (Proposal 7). The Board’s rationale emphasizes that a 25% threshold aligns with S&P 500 peer practice and reduces the likelihood of costly, narrowly focused meetings that distract management and consume corporate resources. The proposed Bylaws amendments also include ownership verification, information and timing requirements, and carve-outs for non-proper matters to avoid abuse. If approved, the Company will file an amended certificate of incorporation and implement the related bylaws changes; approval is a simple majority of outstanding voting power. The Board recommends adoption as a balanced governance enhancement that preserves the ability of a substantial minority of stockholders to call urgent meetings while reducing the risk of frequent or abusive special meetings.

This advisory (non-binding) proposal asks shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy materials. Management seeks approval to confirm support for its pay-for-performance program, which mixes base salary, annual cash incentives tied to revenue and profitability, and long-term equity awards (50% PSUs, 50% RSUs) aimed at retention and alignment with long-term stockholder value. The Compensation Committee cites recent actions — CEO succession, elimination of stock options for executives, continued use of PSUs with revenue, adjusted EPS and relative TSR metrics, and severance standardization — as governance- and performance-oriented changes supporting current pay practices. The Board notes strong prior say-on-pay support (~94% in 2025) and uses the advisory vote results to inform future compensation design. While non-binding, management emphasizes the vote as a key engagement tool and will consider outcomes in future compensation decisions. The Board recommends a FOR vote as it believes the mix of incentives appropriately balances short- and long-term goals, aligns management with stockholders, and incorporates governance safeguards such as clawbacks and stock ownership guidelines.

This proposal requests shareholder approval to add 4,000,000 shares to the 2025 Long Term Incentive Plan to ensure sufficient share availability for equity awards. Management argues the additional authorization is necessary to continue broad-based and executive equity grants used for retention, alignment, and to support employees brought in through acquisitions — all central to EPAM’s talent-driven services model. The Compensation Committee cites historical burn rates, current overhang, and peer benchmarking and notes governance protections in the plan, including no liberal share recycling, no repricing without stockholder approval, prohibition on discounted options/SARs, and clawback provisions, to mitigate dilution and shareholder concerns. If not approved, management warns equity grant capacity would be constrained (only ~512,838 shares then available), potentially hindering competitive hiring and retention, and forcing changes to compensation practices. The requested increase is intended to last the company approximately two years under current usage expectations; the Board recommends FOR to preserve flexibility to execute compensation and acquisition-related retention strategies while retaining stockholder-aligned safeguards.

This proposal asks shareholders to approve a 650,000-share increase to the Employee Stock Purchase Plan reserve to continue broad employee participation in ownership. Management contends the ESPP underpins retention and alignment across a large global employee base and that the current reserve would be exhausted without the increase (213,033 shares available as of March 16, 2026). The Company notes the ESPP includes both a Section 423 (U.S.) component and a non-423 component for non-U.S. participants, an 85% lookback pricing feature, and per-employee contribution limits, and that the Board expects the requested increase to last about two years at historical usage. If not approved, employee participation would be constrained, potentially weakening compensation competitiveness and employee alignment. The Board recommends FOR as the increase enables continuation of a broadly available employee ownership vehicle while maintaining administrative controls and limits on grants.