Epam Systems Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four Class II directors (Balazs Fejes, Eugene Roman, Jill Smart, and Ronald Vargo) to serve one-year terms.

2. 2

   Approval of the Special Meeting Charter Amendment

   ManagementBoard: FOR

   Approve an amendment to the Certificate of Incorporation to enable adoption of a right for stockholders to call a special meeting (to be implemented via a 25% ownership threshold in the Bylaws).

   More detail

   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.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as EPAM’s independent registered public accounting firm for the year ending December 31, 2026.

4. 4

   Annual Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement (‘say-on-pay’).

   More detail

   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.

5. 5

   Approval of the 2025 LTIP Amendment

   ManagementBoard: FOR

   Approve Amendment No. 1 to the 2025 Long Term Incentive Plan to increase the number of shares available under the plan by 4,000,000 shares.

   More detail

   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.

6. 6

   Approval of the 2021 ESPP Amendment

   ManagementBoard: FOR

   Approve Amendment No. 1 to the 2021 Employee Stock Purchase Plan to increase the number of shares available under the ESPP by 650,000 shares.

   More detail

   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.

7. 7

   Advisory Vote on a Stockholder Proposal to Give Shareholders an Ability to Call for a Special Shareholder Meeting

   Shareholder — John CheveddenBoard: AGAINST

   Advisory (stockholder) proposal asking the Board to amend governing documents to allow holders of 10% (or lowest permitted) of outstanding common stock to call a special shareholder meeting (no minimum holding period; allow online meetings).

Upcoming shareholder meetings at Epam Systems Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Epam Systems Inc 2026 annual meeting?

Epam Systems Inc (EPAM) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Epam Systems Inc 2026 meeting?

The record date for the Epam Systems Inc 2026 meeting is Wednesday, April 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Epam Systems Inc's 2026 meeting?

The board is presenting 4 director nominees at the Epam Systems Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Epam Systems Inc 2026 meeting?

Shareholders will vote on 7 proposals at the Epam Systems Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.