EPAM Systems, Inc. 8-K

What Happened
EPAM Systems, Inc. (EPAM) reported results of its May 21, 2026 Annual Meeting in an 8-K filed May 26, 2026. Stockholders approved amendments to two equity plans (effective May 21, 2026), voted to amend the company’s certificate of incorporation to enable adoption of a stockholder right to call special meetings (Restated Charter and amended Bylaws filed and effective May 21, 2026), and elected four Class II directors to serve until 2027.

Key Details

• Equity plan increases: Board-adopted amendments to the 2025 Long Term Incentive Plan added 4,000,000 shares; the 2021 Employee Stock Purchase Plan was increased by 650,000 shares. Effective date for both amendments: May 21, 2026. As of the April 1, 2026 record date (52,756,846 shares outstanding), these increases equal ~7.6% and ~1.2% of outstanding shares, respectively (combined ≈ 8.8%).
• Charter and Bylaws: Stockholders approved an amendment to the Fourth A&R Certificate of Incorporation to enable adoption of the right to call a special meeting. The company filed a Fifth A&R Charter, a Certificate of Change of Registered Agent/Office, and a Restated Certificate of Incorporation; related Bylaws sections (2.03–2.05, 2.10) were amended to reflect special-meeting procedures.
• Director elections and votes: Balazs Fejes, Eugene Roman, Jill Smart, and Ronald Vargo were elected as Class II directors (terms through 2027). Example vote counts: Balazs Fejes — 45,500,634 for / 565,330 against; Ronald Vargo — 43,434,507 for / 2,588,200 against.
• Other votes: Amendment to the 2025 Plan was approved (36,814,144 for / 9,148,877 against). Amendment to the 2021 ESPP passed (45,718,624 for). Ratification of Deloitte & Touche LLP as auditors passed (49,122,407 for). Advisory "Say-on-Pay" passed (43,808,762 for). A separate shareholder proposal titled “Give Shareholders an Ability to Call for a Special Shareholder Meeting” did not pass (20,002,319 for / 25,953,614 against).

Why It Matters
These actions affect company governance and potential share dilution. The increased share pools provide additional equity for employee compensation and the ESPP, which can dilute existing shareholders (combined increase ≈ 8.8% of shares outstanding as of the record date). The charter and Bylaws changes formalize procedures for stockholder-requested special meetings, a governance change investors often watch because it can make it easier (or at least clearer) for stockholders to raise and vote on urgent issues. Director elections and auditor ratification complete the board and governance housekeeping reported at the meeting.