EPAM Systems (EPAM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 22, 2025, via live webcast, with voting and Q&A available online.

• 2024 saw stabilization after early uneven demand, with sequential growth in the second half and revenues of $4.7B, up 0.8% year-over-year.

• Key strategic moves included investments in GenAI, acquisitions (NEORIS and First Derivative), and expansion in India and LATAM.

• Non-GAAP operating margin was 16.5%, and GAAP diluted EPS rose 11% to $7.84.

• Strong balance sheet with $1.3B in cash after $0.9B spent on acquisitions.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory vote to approve executive compensation (say-on-pay).

• Approval of the 2025 Long Term Incentive Plan to replace the expiring 2015 plan.

• Amendments to declassify the Board, reduce supermajority voting to majority, opt out of Section 203 of Delaware law, and permit officer exculpation.

• Advisory vote on a shareholder proposal for a simple majority vote, with Board recommending AGAINST as redundant.

Board of directors and corporate governance

• Board currently has 10 members, majority independent, with diverse backgrounds and expertise in finance, technology, global business, and human capital.

• Board leadership includes a combined Chairman/CEO and a Lead Independent Director.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors.

• Annual Board and committee evaluations, majority voting with resignation policy, and proxy access for shareholders.

• Ongoing stockholder engagement program and annual outreach to stewardship teams.