EPAM Systems (EPAM) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, with virtual participation and voting options for shareholders.

• 2025 performance marked by strong growth in AI-native services, double-digit sequential revenue increases, and continued investment in AI capabilities.

• Leadership transition executed, with Balazs Fejes appointed CEO and Arkadiy Dobkin as Executive Chair in September 2025.

• Board and management confident in accelerated revenue growth and improved profitability, supported by innovation and strategic investments.

Voting matters and shareholder proposals

• Election of four Class II directors for one-year terms.

• Approval sought for a charter amendment granting shareholders with 25% ownership the right to call special meetings; Board recommends FOR.

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

• Advisory vote on executive compensation (say-on-pay); Board recommends FOR.

• Amendments to increase shares available under the 2025 Long Term Incentive Plan (+4,000,000 shares) and 2021 Employee Stock Purchase Plan (+650,000 shares); Board recommends FOR.

• Advisory vote on a shareholder proposal to allow 10% ownership to call special meetings; Board recommends AGAINST, citing preference for 25% threshold.

Board of directors and corporate governance

• Board consists of 11 members, with phased declassification to annual elections by 2028.

• Nine of 11 directors are independent; all committees are composed solely of independent directors.

• Board diversity includes 36% female directors and members born outside the US; average tenure is 10.5 years.

• Lead Independent Director role established and re-elected annually.

• Succession planning is a regular agenda item, with recent CEO transition highlighted.

• Stockholder engagement program expanded, with outreach to over 45 stockholders representing 25% of shares.