EPAM Systems, Inc. — fact timeline

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.

“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”

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

“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”

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

“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”

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

“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”

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

“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 ̶”

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.

“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”

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

“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”

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).

“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.”

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).

“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.”

EPAM Systems, Inc. reported second quarter 2026 results: revenue $1.400 billion to $1.415 billion, EPS GAAP diluted EPS will be in the range of $1.79 to $1.87.

“The Company expects revenues will be in the range of $1.400 billion to $1.415 billion for the second quarter”

EPAM Systems, Inc. reported full year 2026 results: EPS GAAP diluted EPS to be in the range of $8.29 to $8.59.

“The Company now expects the year-over-year revenue growth rate to be in the range of 4.0% to 6.5% for 2026 and now expects the year-over-year revenue growth rate on an organic constant currency basis to be in the range of 2.5% to 5.0%”

EPAM Systems, Inc. reported first quarter ended March 31, 2026 results: revenue $1.400 billion, EPS GAAP diluted EPS of $1.52.

“First quarter revenues of $1.400 billion, up 7.6% year-over-year”

EPAM Systems, Inc. entered into Fixed Dollar Accelerated Share Repurchase Transaction agreement with Morgan Stanley & Co. LLC valued at Aggregate $300 million share repurchase; initial delivery of 1,703,336 shares valued at $240 million (effective 2026-03-04).

“On March 4, 2026, EPAM Systems, Inc. (the “ Company ”) entered into a Fixed Dollar Accelerated Share Repurchase Transaction agreement (the “ ASR Agreement ”) with Morgan Stanley & Co. LLC (“ Morgan Stanley ”) to repurchase an aggregate of $300 million of shares of the Company’s common stock (the “ Common Stock ”).”

EPAM Systems, Inc. incurred revolving credit of $700 million with PNC Bank, National Association at SOFR rate...plus a margin based on EPAM's leverage ratio maturing five years.

“The 2025 Revolving Facility provides for a five-year $700 million revolving credit facility”

EPAM Systems, Inc.: Amended and restated bylaws to increase maximum number of directors from ten to 11 and make modernizing/clarifying changes (effective 2025-09-01).

“On August 27, 2025, the Board approved amended and restated bylaws of the Company, effective September 1, 2025. The amendment and restatement changes Section 3.02 to increase the maximum number of directors on the Board from ten to 11 and also includes certain modernizing and clarifying changes.”

EPAM Systems, Inc.: Amended bylaws to conform to charter changes: declassified the Board and reduced supermajority requirement to amend bylaws to a majority (effective 2025-05-22).

“The amendments to the Bylaws were made to conform the Bylaws to the changes made in the Charter and consist of amendments to Sections 3.02, 3.12, and 3.13 to reflect declassification of the Board and to Section 6.06 to reduce the supermajority requirement to amend the Bylaws to a majority requirement.”

EPAM Systems, Inc.: Amended charter to declassify the Board, reduce supermajority vote requirements to majority, opt out of Section 203 DGCL, and add officer exculpation (effective 2025-05-22).

“At the Annual Meeting, the Company’s stockholders also approved four proposals to amend the Company’s Certificate of Incorporation (the “Charter”) to declassify the Board, reduce the written supermajority vote requirements to a majority vote requirement, to elect out of the supermajority provisions of Section 203 of the Delaware General Corporation Law, and to exculpate certain officers as permitted by Delaware law.”

Balazs Fejes was appointed as Chief Executive Officer and President at EPAM Systems, Inc..

“Balazs Fejes, the Company’s current President of Global Business and Chief Revenue Officer, will become Chief Executive Officer and President as of the Effective Date.”

Arkadiy Dobkin changed role as Executive Chairman at EPAM Systems, Inc..

“Arkadiy Dobkin, the Company’s Chief Executive Officer and President, will transition to the role of Executive Chairman on September 1, 2025”

EPAM Systems, Inc. updated its For the second quarter guidance (initiated).

“For the second quarter, EPAM expects revenues to be in the range of $1.135 billion to $1.145 billion, GAAP diluted EPS to be in the range of $1.52 to $1.60 and non-GAAP diluted EPS to be in the range of $2.21 to $2.29”

EPAM Systems, Inc. updated its for the full year guidance (lowered).

“For the full year, EPAM updates expected revenues to now be in the range of $4.575 billion to $4.675 billion, updates expected GAAP diluted EPS to now be in the range of $7.34 to $7.64 and narrows expected range for non-GAAP diluted EPS to $10.00 to $10.30”

EPAM Systems, Inc. reported the first quarter ended March 31, 2024 results: revenue $1.165 billion, EPS $1.97. Guidance reaffirmed.

“• First quarter revenues of $1.165 billion, down 3.8% year-over-year •”

EPAM Systems, Inc. reported Q1 2024 results: revenue $1.155 billion to $1.165 billion, EPS $1.79 to $1.87. Guidance initiated.

“First Quarter EPAM expects the following for the first quarter: • The Company expects revenues will be in the range of $1.155 billion to $1.165 billion for the first quarter reflecting a year-over-year decline of 4% at the midpoint of the range. The Company expects that foreign currency translation will have a negligible impact on year-over-year revenue decline during the quarter. This guidance also reflects a minimal contribution from inorganic revenues; • For the first quarter, EPAM expects GAAP income from operations to be in the range of 9% to 10% of revenues and non-GAAP income from operations to be in the range of 13.5% to 14.5% of revenues; • The Company expects its GAAP effective tax rate to be approximately 11% and its non-GAAP effective tax rate to be approximately 24%; and • EPAM expects GAAP diluted EPS will be in the range of $1.79 to $1.87 for the quarter, and non-GAAP diluted EPS will be in the range of $2.26 to $2.34 for the quarter. The Company expects weighted average”

EPAM Systems, Inc. reported FY 2024 results: EPS $7.20 to $7.60. Guidance initiated.

“Full Year EPAM expects the following for the full year: • The Company expects the year-over-year growth rate for revenues to be in the range of 1% to 4% for 2024. The Company expects foreign currency translation will have a negligible impact on year-over-year reported revenue growth. This guidance also reflects a minimal contribution from inorganic revenues. • For the full year, EPAM expects GAAP income from operations to be in the range of 9.5% to 10.5% of revenues and non-GAAP income from operations to be in the range of 14.5% to 15.5% of revenues; • The Company expects its GAAP effective tax rate to be approximately 21% and its non-GAAP effective tax rate to be approximately 24%; and • EPAM expects GAAP diluted EPS will be in the range of $7.20 to $7.60 for the year, and non-GAAP diluted EPS will be in the range of $10.00 to $10.40 for the year. The Company expects weighted average diluted shares outstanding for the year of 59.3 million.”

EPAM Systems, Inc. reported FY 2023 results: revenue $4.691 billion, EPS $7.06.

“Full Year 2023 • Revenues of $4.691 billion, down 2.8% year-over-year • GAAP Income from Operations was 10.7% of revenues and Non-GAAP Income from Operations was 16.3% of revenues • GAAP Diluted EPS of $7.06, a decrease of 0.4%, and Non-GAAP Diluted EPS of $10.59, a decrease of 2.8% on a year-over-year basis”

EPAM Systems, Inc. reported Q4 2023 results: revenue $1.157 billion, EPS $1.66.

“Fourth Quarter 2023 • Revenues of $1.157 billion, down 6.0% year-over-year • GAAP Income from Operations was 10.6% of revenues and Non-GAAP Income from Operations was 17.3% of revenues • GAAP Diluted EPS of $1.66, a decrease of 36.4%, and Non-GAAP Diluted EPS of $2.75, a decrease of 6.1% on a year-over-year basis”

EPAM Systems, Inc. updated its the fourth quarter guidance (reaffirmed).

“For the fourth quarter, EPAM expects revenues to be in the range of $1.130 billion to $1.140 billion, GAAP Diluted EPS to be in the range of $1.67 to $1.75 and Non-GAAP Diluted EPS to be in the range of $2.47 to $2.55”

EPAM Systems, Inc. updated its the full year guidance (reaffirmed).

“For the full year, EPAM narrows expected revenues to be in the range of $4.663 billion to $4.673 billion, narrows expected GAAP Diluted EPS to be in the range of $7.07 to $7.15 and increases expected Non-GAAP Diluted EPS to now be in the range of $10.31 to $10.39”

EPAM Systems, Inc. reported the third quarter ended September 30, 2023 results: revenue $1.152 billion, EPS $1.65. Guidance reaffirmed.

“stated by specific reference in such a filing. --- EX-99.1 (EX-99.1) --- EPAM Reports Results for Third Quarter 2023 and Updates Full Year Outlook • Third quarter revenues of $1.152 billion, down 6.1% year-over-year • GAAP Income from Operations was 9.9% of revenues and Non-GAAP Income from Operations was 17.0% of revenues for the third quarter • Third quarter GAAP”

EPAM Systems, Inc. reported the second quarter ended June 30, 2023 results: revenue $1.170 billion, EPS $2.03. Guidance reaffirmed.

“EPAM Reports Results for Second Quarter 2023 and Updates Full Year Outlook • Second quarter revenues of $1.170 billion, down 2.1% year-over-year”

EPAM Systems, Inc.: Increased maximum number of directors from nine to ten (effective 2023-06-28).

“The amendment and restatement to the bylaws changes Section 3.02 to increase the maximum number of directors on the Board from nine to ten.”

Chandra McMahon was appointed as Independent Director and Audit Committee Member at EPAM Systems, Inc..

“appointed Ms. Chandra McMahon to serve on the Board as an independent director and a member of the Audit Committee of the Board.”

EPAM Systems, Inc. shareholders approved Advisory Vote to Approve Executive Compensation at the 2023-06-02 meeting.

“The Company’s stockholders voted, on advisory basis, to approve the compensation for the Company’s named executive officers for the fiscal year ended December 31, 2022 as disclosed in the Company’s Proxy Statement. Votes cast were as follows: Votes For Votes Against Abstentions Broker Non-Votes 47,049,049 2,559,450 53,360 4,328,631”

EPAM Systems, Inc. shareholders approved Ratification of Appointment of Independent Auditors at the 2023-06-02 meeting.

“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, 2023. Votes cast were as follows: Votes For Votes Against Abstentions Broker Non-Votes 53,316,038 642,796 34,657 —”

EPAM Systems, Inc. shareholders approved Election of Directors at the 2023-06-02 meeting.

“The Company’s stockholders voted to elect Eugene Roman, Jill Smart, and Ronald Vargo to serve as Class II directors, holding office for a three-year term until the annual meeting of stockholders in 2026, or until their successors are elected and qualified. Votes cast were as follows: Nominee Votes For Votes Against Abstentions Broker Non-Votes Eugene Roman 48,997,828 630,866 36,165 4,328,631 Jill Smart 43,522,758 6,106,240 35,861 4,328,631 Ronald Vargo 40,591,298 9,036,511 37,050 4,328,631”

EPAM Systems, Inc. reported Second Quarter 2023 results: revenue $1.195 billion to $1.205 billion, EPS $1.82 to $1.90.

“For the second quarter, EPAM expects revenues to be in the range of $1.195 billion to $1.205 billion, GAAP Diluted EPS to be in the range of $1.82 to $1.90 and Non-GAAP Diluted EPS to be in the range of $2.38 to $2.46”

EPAM Systems, Inc. reported Full Year 2023 results: revenue $4.950 billion to $5.000 billion, EPS $8.11 to $8.31.

“For the full year, EPAM now expects revenues to be in the range of $4.950 billion to $5.000 billion, GAAP Diluted EPS to be in the range of $8.11 to $8.31 and Non-GAAP Diluted EPS to be in the range of $10.60 to $10.80”

EPAM Systems, Inc. reported first quarter ended March 31, 2023 results: revenue $1.211 billion, EPS $1.73.

“EPAM Reports Results for First Quarter 2023 and Updates Full Year Outlook • First quarter revenues of $1.211 billion, up 3.4% year-over-year • GAAP Income from Operations was 9.9% of revenues and Non-GAAP Income from Operations was 14.7% of revenues for the first quarter • First quarter GAAP Diluted EPS of $1.73, an increase of 13.8%, and Non-GAAP Diluted EPS of $2.47, a decrease of 0.8% on a year-over-year basis”

DeAnne M. Aguirre was appointed as Director at EPAM Systems, Inc..

“On March 10, 2023, the Board of Directors (the “Board”) of EPAM Systems, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Ms. DeAnne M. Aguirre to serve on the Board as an independent director”

EPAM Systems, Inc. reported First quarter 2023 results: revenue in the range of $1.200 billion to $1.210 billion.

“The Company expects revenues will be in the range of $1.200 billion to $1.210 billion for the first quarter reflecting a year-over-year growth rate of approximately 3%, which includes an unfavorable foreign currency translation impact of approximately 2%. Revenue growth on a constant currency basis will be approximately 5%. This guidance reflects negligible contribution from inorganic revenues. Revenue growth will be negatively impacted by approximately 3% as a result of the decision to exit the Russian market; • For the first quarter, EPAM expects GAAP income from operations to be in the range of 9.5% to 10.5% of revenues and non-GAAP income from operations to be in the range of 14.0% to 15.0% of revenues; • The Company expects its GAAP effective tax rate to be approximately 18% and its non-GAAP effective tax rate to be approximately 23%; and • EPAM expects GAAP”

EPAM Systems, Inc. reported Full year 2023 results: revenue at least $5.250 billion, EPS GAAP diluted EPS will be in the range of $8.64 to $8.84 for the year, and non-GAAP diluted EPS will be in the range of $.

“The Company expects revenues will be at least $5.250 billion for 2023 reflecting a year-over-year growth rate of at least 9%. The Company expects foreign currency translation will have a minimal impact on year-over-year reported revenue growth. This guidance reflects negligible contribution from inorganic revenues. Revenue growth will be negatively impacted by approximately 2% as a result of the decision to exit the Russian market; • For the full year, EPAM expects GAAP income from operations to be in the range of 11.5% to 12.5% of revenues and non-GAAP income from operations to be in the range of 15.5% to 16.5% of revenues; • The Company expects its GAAP effective tax rate to be approximately 21% and its non-GAAP effective tax rate to be approximately 23%; and • EPAM expects GAAP diluted EPS will be in the range of $8.64 to $8.84 for the year, and non-GAAP diluted EPS will be in the range of $11.15 to $11.35 for the year. The Company expects weighted average diluted shares outstanding”

EPAM Systems, Inc. reported Full year ended December 31, 2022 results: revenue $4.825 billion, EPS GAAP Diluted EPS of $7.09.

“Full Year 2022 • Revenues of $4.825 billion, up 28.4% year-over-year • GAAP Income from Operations was 11.9% of revenues and Non-GAAP Income from Operations was 17.0% of revenues • GAAP Diluted EPS of $7.09, a decrease of 13.0%, and Non-GAAP Diluted EPS of $10.90, an increase of 20.4% on a year-over-year basis”

EPAM Systems, Inc. reported Fourth quarter ended December 31, 2022 results: revenue $1.231 billion, EPS GAAP Diluted EPS of $2.61.

“Fourth Quarter 2022 • Revenues of $1.231 billion, up 11.2% year-over-year • GAAP Income from Operations was 13.8% of revenues and Non-GAAP Income from Operations was 17.8% of revenues • GAAP Diluted EPS of $2.61, an increase of 8.7%, and Non-GAAP Diluted EPS of $2.93, an increase of 6.2% on a year-over-year basis”

EPAM Systems, Inc. updated its the fourth quarter guidance (initiated).

“EPAM expects the following for the fourth quarter: • Revenues will be in the range of $1.220 billion to $1.230 billion”

EPAM Systems, Inc. reported the third quarter ended September 30, 2022 results: revenue $1.227 billion, EPS $2.63. Guidance reaffirmed.

“EPAM Reports Results for Third Quarter 2022 • Third quarter revenues of $1.227 billion, up 24.1% year-over-year”