EPAM Systems (EPAM) Proxy filing summary

Voting matters and shareholder proposals

• Proposal 5 seeks to amend the 2025 Long Term Incentive Plan by adding 4,000,000 additional shares for equity compensation programs, with the Board unanimously recommending approval.

• Glass Lewis supports Proposal 5, while ISS recommends against it, citing concerns detailed in their analysis.

• Approval of Proposal 5 is positioned as essential for attracting, retaining, and motivating employees and executives, especially in a competitive technology talent market.

• The additional shares are expected to provide flexibility for approximately two years, after which further amendments would require shareholder approval.

• Saratoga Proxy Consulting LLC has been engaged to assist in proxy solicitation for a fee of approximately $20,000 plus expenses.

Executive compensation and say-on-pay

• Equity compensation, split between performance and time-vesting restricted stock units, comprised about 70% of named executive officer compensation in 2025.

• 86% of equity awards in 2025 were granted to employees other than named executive officers.

• ISS recommended a vote FOR the 2025 named executive officer compensation say-on-pay proposal, reflecting a disciplined approach.

Board of directors and corporate governance

• In September 2025, a CEO succession plan was executed, with the co-founder transitioning to Executive Chair and a new President and CEO appointed.

• The 2025 Plan includes stockholder-friendly governance features such as no liberal share recycling, no repricing of stock options without approval, and robust clawback provisions.

• Regular engagement with stockholders informs compensation and governance practices, with over 25% of outstanding shares represented in 2025 discussions.