EPAM Systems (EPAM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, with virtual participation and voting options available to all shareholders.

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

• Key strategic moves included investments in AI capabilities, acquisitions expanding global reach, and a diversified delivery footprint.

• GAAP operating margin was 11.5%, non-GAAP margin 16.5%, and GAAP diluted EPS rose 11% to $7.84.

• Continued focus on corporate social responsibility, disaster relief, and support for Ukraine.

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 due to overlapping company proposals.

Board of directors and corporate governance

• Board consists of 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, regular executive sessions, and robust stockholder engagement practices.

• Proposed declassification of the board in response to strong shareholder support.