Grid Dynamics Holdings Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect Leonard Livschitz, Marina Levinson, and Shuo Zhang as Class I directors to serve until the 2029 annual meeting or until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Grant Thornton LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.

   More detail

   Proposal 3 asks stockholders to express a non-binding advisory view on the Company’s overall compensation of its named executive officers, rather than on any specific executive or compensation element. The proposal is required by Section 14A of the Exchange Act and gives stockholders an annual say-on-pay vote. The Board states that the vote covers the compensation philosophy, policies, and practices described throughout the Proxy Statement. The Company’s program consists primarily of base salary, quarterly cash incentives under the Corporate Bonus Plan, and long-term equity incentives in the form of PSUs and RSUs. For 2025, quarterly incentives were tied equally to revenue and non-GAAP EBITDA, while long-term awards emphasized performance conditions, relative stockholder-return and revenue-growth modifiers, and multi-year vesting. The Company highlights governance features including an independent Compensation Committee, an independent compensation consultant, clawback provisions, anti-hedging and anti-pledging policies, double-trigger change-in-control protections, and stock ownership guidelines. The 2025 say-on-pay vote follows approximately 57% support in 2025 for the prior year’s compensation, compared with 98% support in 2024. In response to investor feedback, the Company eliminated plan provisions permitting award repricing without stockholder approval and expanded disclosure regarding PSU performance goals and outcomes. The Board and Compensation Committee believe the program remains performance-oriented and aligned with long-term stockholder value, and therefore recommend that stockholders vote FOR the advisory approval.

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When is the Grid Dynamics Holdings Inc 2026 annual meeting?

Grid Dynamics Holdings Inc (GDYN) holds its 2026 annual shareholder meeting on Tuesday, December 22, 2026.

What is the record date for the Grid Dynamics Holdings Inc 2026 meeting?

The record date for the Grid Dynamics Holdings Inc 2026 meeting is Monday, October 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Grid Dynamics Holdings Inc's 2026 meeting?

The board is presenting 3 director nominees at the Grid Dynamics Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Grid Dynamics Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Grid Dynamics Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.