Epam Sys Inc SEC Filings

EPAM Systems Inc reports a Schedule 13G showing Vanguard Capital Management beneficially owns 3,944,931 shares of Common Stock, representing 7.52% of the class. The filing states Vanguard has sole dispositive power over 3,944,931 shares and sole voting power over 480,992 shares. The form was signed on 04/29/2026.

EPAM Systems Inc reported that Vanguard Portfolio Management beneficially owns 2,964,213 shares of Common Stock, representing 5.65% as of 03/31/2026.

The filing (Schedule 13G) shows Vanguard Portfolio Management has sole power to vote for 6,520 shares and sole dispositive power for 2,964,213 shares. The report is signed by Ashley Grim on 04/29/2026 and cites Vanguard affiliates and managed funds in its ownership statement.

EPAM Systems is asking stockholders to vote at its virtual 2026 annual meeting on May 21, 2026, at 10:00 a.m. EDT. The agenda includes electing four Class II directors for one-year terms, an advisory vote on executive pay, and ratification of Deloitte & Touche LLP as auditor for 2026.

Stockholders are also asked to approve a charter amendment enabling a stockholder right to call special meetings at a 25% ownership threshold, alongside a competing 10% stockholder proposal the Board opposes. EPAM seeks to add 4,000,000 shares to its 2025 Long Term Incentive Plan and 650,000 shares to its 2021 Employee Stock Purchase Plan, continuing its AI-focused growth strategy under new CEO Balazs Fejes and Executive Chair Arkadiy Dobkin.

Dvorkin Viktar reported acquisition or exercise transactions in this Form 4 filing.

EPAM Systems, Inc. senior vice president Viktar Dvorkin received a grant of 21,695 shares of EPAM common stock as a compensation award. These are restricted stock units that vest in three equal installments, with one-third of the shares vesting on each of the first, second, and third anniversaries of the grant date. After this award, Dvorkin directly holds 44,159.091 shares of EPAM common stock. The grant price is recorded as $0.00 per share, reflecting that this is an equity incentive grant rather than an open-market purchase.

EPAM Systems, Inc. reported that its Board of Directors approved a restricted stock unit grant valued at $3,000,000 for Viktar Dvorkin, Senior Vice President and Global Head of Advanced Engineering, Cloud & Enterprise Platforms. The award is intended as a significant incremental long-term incentive to help retain him as an executive.

The RSU grant was made on March 31, 2026 under the EPAM Systems, Inc. 2025 Long Term Incentive Plan and a Restricted Stock Unit Award Agreement. The RSUs vest in three equal installments on the first, second, and third anniversaries of the grant date, generally requiring continued employment.

Unvested RSUs are forfeited if employment ends, except in cases of death, disability, qualifying retirement meeting age and service requirements, or a qualifying termination under the Executive Severance Plan, where some or all unvested units may accelerate and vest.

EPAM Systems Executive Chairman Arkadiy Dobkin exercised employee stock options covering 41,026 shares of EPAM common stock at an exercise price of $70.52 per share. The options were automatically exercised on a net share settlement basis immediately before their expiration, in line with their terms.

To cover the aggregate exercise price and related federal, state and local tax withholding, 30,082 shares were withheld at a price of $133.26 per share, leaving Dobkin with 10,944 net shares from the transaction. Following these transactions, he directly owns 1,333,765 shares of EPAM common stock. No open-market purchases or sales were reported.

EPAM Systems Inc — The Vanguard Group filed Amendment No. 9 to a Schedule 13G/A reporting beneficial ownership of 0 shares of EPAM common stock, representing 0% of the class. The filing notes an internal realignment effective January 12, 2026 that resulted in disaggregated reporting by Vanguard subsidiaries.

EPAM Systems, Inc. is soliciting proxies for its annual meeting to be held by live audio webcast on May 21, 2026 at 10:00 a.m. EDT. The Board asks stockholders to vote on director elections, corporate governance amendments, auditor ratification, executive compensation (advisory), and equity plan increases.

Key items include election of four Class II directors; a proposed Certificate of Incorporation amendment and bylaw changes to permit stockholders holding 25% of voting power to request a special meeting (the Board recommends FOR this amendment and opposes a separate stockholder proposal seeking a 10% threshold); ratification of Deloitte & Touche LLP as auditor; a proposed 4,000,000-share increase to the 2025 Long Term Incentive Plan; and a proposed 650,000-share increase to the 2021 Employee Stock Purchase Plan. Shares outstanding were 52,444,312 as of March 13, 2026.

EPAM Systems, Inc. executive Gary C. Abrahams, VP, Corporate Controller and PAO, reported routine equity compensation activity in EPAM Common Stock. He received a grant of 1,154 restricted stock units, which are scheduled to vest in four equal installments on March 15 of 2027, 2028, 2029, and 2030.

To cover tax obligations from the vesting of previously granted restricted stock units under the company’s Long Term Incentive Plan, a total of 168 shares of EPAM Common Stock were disposed of through tax withholding at a price of $137.14 per share. These F‑code tax-withholding dispositions are not open‑market sales but shares withheld by the issuer to satisfy tax liabilities.