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  4. [8-K] EPAM Systems, Inc. Reports Material Event

EPAM (NYSE: EPAM) boosts equity plans and enables stockholder special meetings

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

EPAM Systems, Inc. reported results of its 2026 annual meeting. Stockholders approved expanding the 2025 Long Term Incentive Plan by 4,000,000 shares of common stock and increasing the 2021 Employee Stock Purchase Plan by 650,000 shares, effective May 21, 2026.

Stockholders also approved amendments to the company’s certificate of incorporation to enable adoption of the right of stockholders to call a special meeting, along with conforming bylaw changes. All four Class II director nominees were elected and Deloitte & Touche LLP was ratified as independent auditor for 2026.

Stockholders approved, on an advisory basis, executive compensation for 2025 and the amendments to both equity plans. An advisory stockholder proposal titled “Give Shareholders an Ability to Call for a Special Shareholder Meeting” did not receive stockholder approval. As of the April 1, 2026 record date, 52,756,846 shares were entitled to vote.

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Insights

EPAM expands equity incentive capacity and formalizes a stockholder special-meeting right through charter and bylaw changes.

EPAM’s stockholders approved adding 4,000,000 shares to the 2025 Long Term Incentive Plan and 650,000 shares to the 2021 Employee Stock Purchase Plan. This increases the pool available for equity-based compensation and employee share purchases, which can support retention and alignment but also adds potential dilution over time.

Governance-wise, amending the charter and bylaws to enable adoption of a stockholder right to call special meetings increases formal avenues for stockholder action. Most management proposals, including director elections, auditor ratification, and say-on-pay, received solid support, while a separate advisory proposal on special-meeting rights did not pass, suggesting investors favored the company’s own framework.

Future proxy materials and equity award disclosures for periods after May 21, 2026 will show how extensively the enlarged share pools are used for grants and purchases, and how the new special-meeting right is implemented in practice.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2025 LTIP share increase 4,000,000 shares Additional common shares available under 2025 Long Term Incentive Plan, effective May 21, 2026
2021 ESPP share increase 650,000 shares Additional common shares available under 2021 Employee Stock Purchase Plan, effective May 21, 2026
Shares entitled to vote 52,756,846 shares Common stock entitled to vote as of April 1, 2026 record date
Charter amendment vote for special meeting right 42,309,922 for / 2,339,440 against Votes on amending Fourth A&R Charter to enable adoption of stockholder special-meeting right
Say-on-pay support 43,808,762 for Advisory vote approving 2025 executive compensation disclosure
Stockholder proposal on special meetings 20,002,319 for / 25,953,614 against Advisory stockholder proposal “Give Shareholders an Ability to Call for a Special Shareholder Meeting” not approved
2025 Long Term Incentive Plan financial
"approved an amendment to the EPAM Systems, Inc. 2025 Long Term Incentive Plan (the “2025 Plan”) to increase the number of shares"
2021 Employee Stock Purchase Plan financial
"amendment to the 2021 EPAM Systems, Inc. Employee Stock Purchase Plan (the “2021 ESPP”) to increase the number of shares"
Restated Certificate of Incorporation regulatory
"the Board approved a Restated Certificate of Incorporation of the Company (the “Restated Charter”) that restates the Fifth A&R Charter"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
Amended and Restated Bylaws regulatory
"amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) also became effective"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
Broker Non-Votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"stockholders voted, on an advisory basis, to approve the compensation for the Company’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
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Understanding 8-K Material Events →
0001352010false12-3100013520102026-05-212026-05-21


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 21, 2026
EPAM SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware1-3541822-3536104
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
41 University DriveSuite 20218940
NewtownPennsylvania
(Address of principal executive offices)(Zip Code)

267-759-9000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on which Registered
Common Stock, par value $0.001 per shareEPAMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2026, EPAM Systems, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Among other matters, the Company’s stockholders approved an amendment to the EPAM Systems, Inc. 2025 Long Term Incentive Plan (the “2025 Plan”) to increase the number of shares of the Company’s common stock available for issuance under the 2025 Plan by 4,000,000 shares, less any shares granted under the 2025 Plan in excess of the number of shares outstanding as disclosed in the proposal related to the amendment in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2026 (the “Proxy Statement”). The amendment to the 2025 Plan was previously adopted by the Company’s Board of Directors (“Board”), subject to approval by stockholders at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders also approved an amendment to the 2021 EPAM Systems, Inc. Employee Stock Purchase Plan (the “2021 ESPP”) to increase the number of shares of the Company’s common stock available for issuance under the 2021 ESPP by 650,000 shares. The amendment to the 2021 ESPP was previously adopted by the Board, subject to approval by stockholders at the Annual Meeting.

The effective date of the amendments to both the 2025 Plan and the 2021 ESPP is May 21, 2026. The foregoing summaries of the amendments to the 2025 Plan and the 2021 ESPP are not complete summaries of the terms of either amendment and are qualified by reference to the text of the amendments, which were included as Appendix B and Appendix C, respectively, to the Proxy Statement, and are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company’s stockholders also approved a proposal to amend the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Fourth A&R Charter”) to enable adoption of the right of stockholders to call a special meeting. The amendments to the Fourth A&R Charter were previously approved by the Company’s Board, subject to stockholder approval at the Annual Meeting. 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. The Board concurrently ratified a Certificate of Change of Registered Agent and/or Registered Office (the “Certificate”) that became effective upon filing with the Secretary of State of the State of Delaware.

On May 21, 2026, the Board approved a Restated Certificate of Incorporation of the Company (the “Restated Charter”) that restates the Fifth A&R Charter, integrates the Certificate and the Fifth A&R Charter, and supersedes the Fifth A&R Charter. The Restated Charter became effective upon filing with the Secretary of State of the State of Delaware.

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. The amendments to the Bylaws were previously adopted by the Board, subject to approval by stockholders of the proposal to amend the Fourth A&R Charter to enable adoption of the right of stockholders to call a special meeting.

The summary descriptions of the changes to the Restated Charter and Bylaws are not complete and are qualified in their entirety by reference to the full text of the Restated Charter and Bylaws, copies of which are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.



Item 5.07. Submission of Matters to a Vote of Security Holders

As of the April 1, 2026 record date, a total of 52,756,846 shares of the Company’s common stock were entitled to vote on matters presented to stockholders at the Annual Meeting. The proposals presented at the Annual Meeting are described in detail in the Proxy Statement. A summary of the final voting results for each matter follows.

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

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

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
̶

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

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



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


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


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
3.1    Restated Certificate of Incorporation
3.2    Amended and Restated Bylaws
10.1    Amendment No. 1 to EPAM Systems, Inc. 2025 Long Term Incentive Plan
10.2    Amendment No. 1 to EPAM Systems, Inc. 2021 Employee Stock Purchase Plan


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 26, 2026
By:/s/ Edward F. Rockwell
Name:Edward F. Rockwell
Title:SVP, Chief Legal Officer and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What equity plan changes did EPAM (EPAM) stockholders approve at the 2026 annual meeting?

Stockholders approved expanding the 2025 Long Term Incentive Plan by 4,000,000 common shares and increasing the 2021 Employee Stock Purchase Plan by 650,000 shares. Both amendments were effective May 21, 2026, and were previously adopted by the board subject to stockholder approval.

How did EPAM (EPAM) change stockholder rights to call a special meeting?

Stockholders approved amending the Fourth Amended and Restated Certificate of Incorporation to enable adoption of the right of stockholders to call a special meeting. Related bylaw sections were conformed, and a Restated Certificate of Incorporation reflecting these changes became effective upon filing in Delaware.

Were EPAM’s (EPAM) directors and auditor reapproved at the 2026 annual meeting?

Yes. Stockholders elected four Class II directors—Balazs Fejes, Eugene Roman, Jill Smart, and Ronald Vargo—to terms ending in 2027. They also ratified Deloitte & Touche LLP as EPAM’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

What were the say-on-pay and stockholder proposal results for EPAM (EPAM)?

Stockholders approved, on an advisory basis, compensation for EPAM’s named executive officers for 2025. An advisory stockholder proposal titled “Give Shareholders an Ability to Call for a Special Shareholder Meeting” did not receive approval, with more votes cast against than for the proposal.

How many EPAM (EPAM) shares were entitled to vote at the 2026 annual meeting?

As of the April 1, 2026 record date, 52,756,846 shares of EPAM’s common stock were entitled to vote on all matters presented at the 2026 annual meeting, including director elections, charter and bylaw amendments, equity plan changes, and advisory proposals.

Did EPAM (EPAM) stockholders approve amendments to the 2025 Plan and 2021 ESPP?

Yes. The amendment to the 2025 Long Term Incentive Plan was approved with 36,814,144 votes for, while the 2021 Employee Stock Purchase Plan amendment received 45,718,624 votes for. Both measures obtained sufficient support to pass at the annual meeting.

Filing Exhibits & Attachments

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