EPAM Systems Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$EPAM
EDP Services
Technology
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
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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 ☐
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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
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 | |||||||||||||