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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.
EPAM Systems senior vice president and general counsel Edward Rockwell reported routine equity compensation activity in company stock. On March 15, 2026, he disposed of 576 shares of EPAM common stock at $137.14 per share to satisfy tax withholding obligations tied to vesting restricted stock units.
The same day, he received a grant of 5,947 restricted stock units, which are scheduled to vest in four equal 25% installments on March 15, 2027, 2028, 2029, and 2030. Following these transactions, Rockwell directly holds 15,045.091 shares of EPAM common stock.
EPAM Systems executive Elaina Shekhter reported routine equity compensation activity in EPAM Common Stock. She received a grant of 8,221 shares, increasing her direct holdings before tax effects to 21,141.488 shares. To cover tax obligations from restricted stock unit vesting, a total of 763 shares were withheld by EPAM at $137.14 per share, leaving her with 12,920.488 shares held directly. The remaining restricted stock units from this grant are scheduled to vest in four equal 25% installments on March 15 of 2027, 2028, 2029, and 2030.
EPAM Systems, Inc. senior vice president Viktar Dvorkin reported compensation-related equity activity in EPAM Common Stock. On March 15, 2026, he received an award of 11,370 restricted stock units, which are scheduled to vest 25% on each of March 15, 2027, 2028, 2029 and 2030. On the same date, a total of 1,217 shares were withheld by EPAM at $137.14 per share to satisfy tax withholding obligations from the vesting of previously granted restricted stock units. Following these transactions, Dvorkin directly holds 11,094.091 shares of EPAM Common Stock.
EPAM Systems, Inc. senior vice president and Chief People Officer Lawrence F. Solomon reported routine equity compensation activity in EPAM Common Stock. He received a grant of 11,370 restricted stock units, with 25% scheduled to vest on each of March 15, 2027, 2028, 2029, and 2030.
On the same date, a total of 1,581 shares were disposed of at $137.14 per share through tax-withholding transactions, where shares were withheld by the company to satisfy tax obligations arising from RSU vesting, rather than sold in the open market. After these transactions, Solomon directly owns 18,864.091 shares of EPAM Common Stock.
EPAM Systems’ Chief Financial Officer Jason D. Peterson reported equity compensation and related tax withholding transactions in EPAM Common Stock. On March 15, 2026, he received a grant of 16,618 restricted stock units at a stated price of $0.00 per share. These RSUs are scheduled to vest in four equal 25% installments on March 15, 2027, 2028, 2029, and 2030.
On the same date, a total of 3,742 shares were disposed of in multiple transactions coded "F" at $137.14 per share. Footnotes explain these shares were withheld by the issuer to satisfy tax withholding requirements arising from RSU vesting, rather than open-market sales. After these transactions, Peterson directly owns 27,689.091 shares of EPAM Common Stock.
EPAM Systems Executive Chairman Arkadiy Dobkin reported compensation-related stock activity. On March 15, 2026, he received a grant of 15,743 shares of EPAM common stock at no cost as part of the company’s long-term incentive program.
On the same date, a total of 5,560 shares were disposed of at $137.14 per share, but only to satisfy tax withholding obligations from the vesting of previously granted restricted stock units, not as open-market sales. Following these transactions, Dobkin directly owns 1,322,821 EPAM shares. The new restricted stock units are scheduled to vest 25% each on March 15, 2027, 2028, 2029, and 2030.
EPAM Systems, Inc. director and CEO Balazs Fejes reported compensation-related stock activity. He received a grant of 26,238 shares of EPAM Common Stock at no purchase price as a stock award. To cover taxes from vesting of restricted stock units, 2,487 shares were withheld by the company at $137.14 per share, recorded as four separate tax-withholding dispositions. After these transactions, Fejes directly holds 48,614.091 EPAM shares. The new restricted stock units from this grant are scheduled to vest in four equal 25% installments on March 15 of 2027, 2028, 2029, and 2030.
EPAM Systems used its Investor Day to lay out an AI-focused growth strategy and updated financial targets. The company reported 2025 revenue of $5.457B, up 15.4%, with strong contributions from Financial Services at $1.316B and Americas revenue of $3.201B. Management positions EPAM as a leader in AI-native enterprise transformation, emphasizing its 62,000+ professionals, 56,600+ delivery staff and a diversified base across 55+ countries.
For 2026, EPAM guides to revenue of $5.703B–$5.866B, non-GAAP operating margin of 15–16% and non-GAAP diluted EPS of $12.60–$12.90, implying about 10.9% growth at the midpoint. The company targets non-GAAP operating margins of at least 16% and cumulative free cash flow above $1.8B from 2026–2028, supported by AI-native services, global delivery optimization and disciplined M&A and buybacks.