secwatch / observer
8-K filed May 26, 2026, 4:03 PM ET ticker EPAM CIK 0001352010
other material confidence high sentiment neutral materiality 0.60

EPAM shareholders approve 4M share increase for 2025 LTIP and 650K for ESPP; charter amended to allow special meetings.

EPAM Systems, Inc.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

EPAM Systems, Inc.: Amendment to Fourth A&R Charter to enable stockholders to call a special meeting, resulting in Fifth A&R Charter, then restated (effective 2026-05-21).

Change
charter amendment
Effective
2026-05-21
Exact text from the filing
The amendments to the Fourth A&R Charter became effective upon filing the Company’s Fifth Amended and Restated Certificate of Incorporation (the “Fifth A&R Charter”) with the Secretary of State of the State of Delaware on May 21, 2026.
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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

EPAM Systems, Inc.: Amendments to Bylaws Sections 2.03-2.05 and 2.10 to conform to special meeting right in charter (effective 2026-05-21).

Change
bylaw amendment
Effective
2026-05-21
Exact text from the filing
On May 21, 2026, amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) also became effective. The amendments to the Bylaws were made to conform the Bylaws to the changes made in the Fifth A&R Charter and consist of amendments to Sections 2.03 through 2.05 and 2.10 to reflect the procedures for stockholders to request a special meeting.
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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

EPAM Systems, Inc. shareholders approved Approval of the Amendment to the 2021 ESPP at the 2026-05-26 meeting.

Proposal
equity plan
Outcome
passed
Meeting
2026-05-26
Exact text from the filing
Approval of the Amendment to the 2021 ESPP The Company’s stockholders voted to approve an amendment to the 2021 ESPP. Votes cast were as follows: Votes For Votes Against Abstentions Broker Non-Votes 45,718,624 308,121 56,864 3,732,360
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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

EPAM Systems, Inc. shareholders approved Approval of an Amendment to the Fourth A&R Charter to Enable Adoption of the Right to Call a Special Meeting at the 2026-05-26 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2026-05-26
Exact text from the filing
Approval of an Amendment to the Fourth A&R Charter to Enable Adoption of the Right to Call a Special Meeting The Company’s stockholders voted to approve an amendment to the Fourth A&R Charter to enable adoption of the right of stockholders to call a special meeting. Votes cast were as follows: Votes For Votes Against Abstentions Broker Non-Votes 42,309,922 2,339,440 1,434,247 3,732,360
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

EPAM Systems, Inc. shareholders rejected Advisory Vote on a Stockholder Proposal entitled "Give Shareholders an Ability to Call for a Special Shareholder Meeting" at the 2026-05-26 meeting.

Proposal
say on pay
Outcome
failed
Meeting
2026-05-26
Exact text from the filing
Advisory Vote on a Stockholder Proposal entitled “Give Shareholders an Ability to Call for a Special Shareholder Meeting” The Company’s stockholders did not approve the advisory stockholder proposal entitled “Give Shareholders an Ability to Call for a Special Shareholder Meeting.” Votes cast were as follows: Votes For Votes Against Abstentions Broker Non-Votes 20,002,319 25,953,614 127,676 3,732,360
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

EPAM Systems, Inc. shareholders approved Election of Directors at the 2026-05-26 meeting.

Proposal
director election
Outcome
passed
Meeting
2026-05-26
Exact text from the filing
Election of Directors The Company’s stockholders voted to elect Balazs Fejes, Eugene Roman, Jill Smart, and Ronald Vargo to serve as Class II directors, holding office until the annual meeting of stockholders in 2027, or until their successors are elected and qualified. Votes cast were as follows: Nominee Votes For Votes Against Abstentions Broker Non-Votes Balazs Fejes 45,500,634 565,330 17,645 3,732,360 Eugene Roman 45,321,803 715,905 45,901 3,732,360 Jill Smart 44,422,620 1,574,090 86,899 3,732,360 Ronald Vargo 43,434,507 2,588,200 60,902 3,732,360
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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

EPAM Systems, Inc. shareholders approved Approval of the Amendment to the 2025 Plan at the 2026-05-26 meeting.

Proposal
equity plan
Outcome
passed
Meeting
2026-05-26
Exact text from the filing
Approval of the Amendment to the 2025 Plan The Company’s stockholders voted to approve an amendment to the 2025 Plan. Votes cast were as follows: Votes For Votes Against Abstentions Broker Non-Votes 36,814,144 9,148,877 120,588 3,732,360
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

EPAM Systems, Inc. shareholders approved Ratification of Appointment of Independent Auditors at the 2026-05-26 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2026-05-26
Exact text from the filing
Ratification of Appointment of Independent Auditors Stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Votes cast were as follows: Votes For Votes Against Abstentions Broker Non-Votes 49,122,407 629,301 64,261 ̶
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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

EPAM Systems, Inc. shareholders approved Advisory Vote to Approve Executive Compensation at the 2026-05-26 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2026-05-26
Exact text from the filing
Advisory Vote to Approve Executive Compensation The Company’s stockholders voted, on an advisory basis, to approve the compensation for the Company’s named executive officers for the fiscal year ended December 31, 2025 as disclosed in the Proxy Statement. Votes cast were as follows: Votes For Votes Against Abstentions Broker Non-Votes 43,808,762 2,183,079 91,768 3,732,360
View on SEC.gov

42 governance changes filed in the last 30 days. Browse all governance changes →

EPAM Systems, Inc. filing history →

Source: SEC EDGAR
accession 0001352010-26-000034
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