🧾 What This Document Is

This is EPAM Systems' Definitive Proxy Statement (DEF 14A). It's a formal document sent to shareholders ahead of the company's annual meeting. Think of it as an agenda and information packet for the big yearly vote. Shareholders use it to decide how to vote on key company issues.

👉 Why it matters: It reveals what management and the board are prioritizing, from who should lead the company to how executives are paid and what governance rules should change.

🏢 What EPAM Does

In simple terms, EPAM is a global digital transformation and software engineering company. They help big businesses build and modernize their technology, from apps to complex platforms.

👉 Why it matters: Their recent focus is heavily on AI-native services—helping clients move AI projects from proof-of-concept to full-scale production. This is now the core of their growth story.

🗳️ The Big Votes: Proposals Explained

Shareholders are voting on seven proposals. Here’s the breakdown:

1. Elect Four Directors: Balazs Fejes (the new CEO), Eugene Roman, Jill Smart, and Ronald Vargo are nominated for 1-year terms. Board Recommendation: FOR

2. Allow Shareholders to Call a Special Meeting: This is a major governance change. The company proposes amending its rules to let shareholders owning 25% of voting power demand a special meeting. Board Recommendation: FOR (They prefer this 25% threshold over a rival shareholder proposal asking for 10%.)

3. Ratify Deloitte as Auditor: Routine approval of the company's accounting firm. Board Recommendation: FOR

4. Approve Executive Compensation (Say-on-Pay): An advisory vote on the pay packages for top executives. Board Recommendation: FOR

5. Increase Shares in the Long-Term Incentive Plan: Add 4 million more shares for executive and employee stock awards. Board Recommendation: FOR

6. Increase Shares in the Employee Stock Purchase Plan: Add 650,000 more shares for employees to buy. Board Recommendation: FOR

7. Vote on a Shareholder Proposal about Special Meetings: A shareholder wants the 10% threshold mentioned above. The board is against this, arguing their 25% proposal (Proposal 2) is better balanced. Board Recommendation: AGAINST

👥 Board & Leadership Changes

A big theme is leadership transition and refreshment.

• Co-Founder Steps Back: Arkadiy Dobkin, co-founder and long-time CEO, is now Executive Chair.
• New CEO: Balazs Fejes, a 20-year EPAM veteran, became President & CEO in September 2025.
• Board is "Declassifying": Moving to elect all directors every year (instead of staggered 3-year terms) by 2028. This increases board accountability.
• Independence: 9 out of 11 directors are independent. All key committees (Audit, Compensation, Governance) are independent-only.

🤝 The Governance Tug-of-War

The most interesting conflict is over special meeting rights.

• The Company's Move: After shareholder pressure, EPAM proactively proposed letting shareholders call a special meeting with a 25% ownership threshold.
• The Shareholder Proposal: A separate proposal asks for a 10% threshold.
• Why the Difference? The board argues 25% is a better standard—it prevents a small, potentially disruptive group from forcing costly meetings. They believe their proposal enhances rights while protecting company interests.

👉 Key Insight: This shows the board is responding to shareholder concerns on governance but trying to set the terms of the debate.

💼 Executive Team Snapshot

The key executives running the company day-to-day:

• Arkadiy Dobkin (65) - Executive Chair & Co-Founder
• Balazs Fejes (51) - President & CEO
• Jason Peterson (63) - CFO & Treasurer
• Edward Rockwell (58) - Chief Legal Officer
• Elaina Shekhter (56) - Chief Strategy & Transformation Officer

📅 Key Dates & Logistics

• Annual Meeting: May 21, 2026, at 10:00 am EDT
• Format: Virtual webcast only at https://www.virtualshareholdermeeting.com/EPAM2026
• Record Date: April 1, 2026 (You must own shares by this date to vote.)
• How to Vote: Use the control number from your proxy materials to vote online before or during the meeting.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: Clear leadership succession, strong AI-native momentum, proactive governance updates (declassification, supermajority elimination), independent board.
• ⚠️ Risks: Geopolitical exposure (significant operations in Eastern Europe), successful execution of AI strategy, integration of leadership changes.

🧠 The Analogy

EPAM is like a seasoned engineering ship, built for complex tech projects, now captained by a new CEO who learned on board. The crew (board) is updating the ship's rules (governance) to be more transparent, while navigating toward the new, foggy continent of AI. The shareholders are being asked not just to approve the route, but to help decide the rules for how they can signal the captain during the voyage.

🧩 Final Takeaway

This proxy centers on transition and trust. EPAM is navigating a CEO handoff while doubling down on AI, and is proactively offering shareholders more governance power—but on its own calibrated terms. The votes will confirm if shareholders endorse this new leadership and the board's approach to balancing rights with stability.