EPAM Systems (EPAM) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and annual report before voting.

Voting matters and shareholder proposals

• Election of four directors: Balazs Fejes, Eugene Roman, Jill Smart, and Ronald Vargo, all recommended by the board.

• Proposal to amend the Certificate of Incorporation to allow stockholders to call a special meeting, recommended for approval.

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

• Advisory vote to approve executive compensation, recommended for approval.

• Amendments to increase shares in the 2025 Long Term Incentive Plan (by 4,000,000) and 2021 Employee Stock Purchase Plan (by 650,000), both recommended for approval.

• Advisory vote on a shareholder proposal to give shareholders the ability to call a special meeting, recommended against by the board.

Board of directors and corporate governance

• Board recommends all director nominees for election at the annual meeting.

• Board supports amendments to enhance shareholder rights regarding special meetings.