GRID DYNAMICS HOLDINGS, INC. 8-K

What Happened
Grid Dynamics Holdings, Inc. (GDYN) announced that at its December 23, 2025 annual meeting shareholders approved an amendment to the 2020 Equity Incentive Plan adding 3,500,000 shares to the plan’s pool. The amendment also removes the plan’s ability to reprice, exchange, transfer certain awards or permit cash buyouts of equity awards without further stockholder approval; the amendment became effective immediately upon shareholder approval. The meeting also elected three Class III directors, ratified Grant Thornton LLP as the company’s independent auditor for FY2025, and approved the advisory vote on named executive officer compensation.

Key Details

• Annual meeting turnout: 77,173,014 shares present (91.0% of voting power as of the Nov 4, 2025 record date).
• Equity plan amendment: +3,500,000 shares authorized; amendment prohibits repricing/exchange/cash buyouts/transfers of awards without stockholder approval (effective Dec 23, 2025).
• Director elections (votes For / Withheld / Broker non-votes): Eric Benhamou 41,520,832 / 30,812,944 / 4,839,238; Patrick Nicolet 69,536,832 / 2,796,944 / 4,839,238; Weihang Wang 62,985,417 / 9,348,359 / 4,839,238.
• Auditor ratification: Grant Thornton LLP ratified with 76,268,902 For, 734,221 Against, 169,891 Abstentions.
• Say-on-pay (advisory) passed: 40,985,429 For, 31,195,019 Against, 153,328 Abstentions (with 4,839,238 broker non-votes).
• The full text of the plan amendment is filed as Exhibit 10.1 to the 8-K; the Proxy Statement (filed Nov 10, 2025) contains a fuller description.

Why It Matters
Approving an additional 3.5 million shares expands the company’s equity pool for grants used for hiring, retention and executive compensation, which can support growth and incentives but may increase potential dilution for existing shareholders. The amendment’s restriction on repricing or cash buyouts without shareholder approval strengthens governance protections against management-initiated award changes. The re-election of directors and ratification of the auditor provide continuity in governance and external accounting oversight, while the advisory say-on-pay vote — which passed but was relatively close — gives investors a signal on sentiment toward executive compensation.