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.
- Shareholders approved 4,000,000 share increase to 2025 LTIP, raising total pool to 6,500,000 shares.
- Shareholders approved 650,000 share increase to 2021 ESPP, raising total pool to 1,550,000 shares.
- Charter amended to enable stockholders to call special meetings; corresponding bylaw amendments effective May 21, 2026.
- Four Class II directors elected: Balazs Fejes, Eugene Roman, Jill Smart, Ronald Vargo, terms until 2027 annual meeting.
- Advisory say-on-pay passed; non-binding shareholder proposal on special meetings did not pass (management's amendment approved).
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.
View on SEC.gov
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.
View on SEC.gov
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
View on SEC.gov
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
View on SEC.gov
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 ̶
View on SEC.gov
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
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