Grid Dynamics (GDYN) Proxy Filing summary

Executive summary

• The 2024 annual meeting will be held virtually on December 23, 2024, with voting on three key proposals: election of three Class II directors, ratification of the independent auditor, and a non-binding advisory vote on executive compensation.

• Shareholders of record as of October 28, 2024, are eligible to vote, with multiple voting methods available, including online, phone, mail, and during the meeting.

• Proxy materials and the annual report are accessible online, and the board encourages all shareholders to participate.

Voting matters and shareholder proposals

• Proposal 1: Elect Lloyd Carney, Michael Southworth, and Yueou Wang as Class II directors for a term ending in 2027.

• Proposal 2: Ratify Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2024.

• Proposal 3: Advisory vote on the compensation of named executive officers (say-on-pay).

• Board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for the 2025 meeting must comply with SEC rules and company bylaws, with deadlines based on the new meeting date.

Board of directors and corporate governance

• The board consists of nine members, six of whom are independent under Nasdaq rules.

• Directors are divided into three classes with staggered three-year terms.

• Board committees include audit, compensation, and nominating/corporate governance, each with independent members and written charters.

• The roles of Chairman and CEO are separated to enhance oversight and management.

• Board diversity matrix: 2 female and 7 male directors, with representation from Asian and White backgrounds.