EPAM Systems (EPAM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 22, 2025, 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 three directors: Richard Michael Mayoras, Karl Robb, and Helen Shan, with board recommending votes in favor.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2025.

• Advisory approval of executive compensation (say-on-pay) recommended by the board.

• Approval of the 2025 Long Term Incentive Plan proposed.

• Amendments proposed to declassify the board, reduce supermajority vote to majority, opt out of Section 203 of Delaware law, and exculpate certain officers, all recommended for approval.

• Advisory vote on a shareholder proposal for a simple majority vote, with board recommending against.

Board of directors and corporate governance

• Proposals include declassifying the board and reducing supermajority requirements to enhance governance flexibility.

• Amendment to exculpate certain officers as permitted by Delaware law is up for approval.