EPAM Systems (EPAM) Proxy filing summary

Voting matters and shareholder proposals

• Seven proposals will be voted on, including director elections, charter amendments, ratification of auditors, executive compensation, amendments to incentive and employee stock purchase plans, and a shareholder proposal for special meeting rights.

• Each proposal specifies the required majority for approval and details the effects of abstentions and broker non-votes, with most requiring a majority of shares present or represented by proxy.

• Abstentions generally count as votes against, except in director elections where they have no effect; broker non-votes typically have no effect except for the charter amendment.

• The shareholder proposal seeks to allow shareholders the ability to call special meetings, requiring a majority of shares present or represented by proxy for approval.

Board of directors and corporate governance

• Directors are elected by a majority of votes cast for each nominee, with abstentions and broker non-votes having no effect on the outcome.

Executive compensation and say-on-pay

• An annual advisory vote on executive compensation is included, requiring a majority of shares present or represented by proxy; abstentions count as votes against, broker non-votes have no effect.

• Amendment to the 2025 Long Term Incentive Plan is proposed due to limited shares available for issuance; failure to approve limits future equity awards.