UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 6, 2020 (June 29, 2020)

GRID DYNAMICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

5000 Executive Parkway, Suite 520

San Ramon, CA 94583

(Address of principal executive offices)

Registrant’s telephone number, including area code: (619) 736-6855

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 1, 2020, the below executive officers (each, an “Executive”) of Grid Dynamics Holdings, Inc. (the “Company”) have each agreed to amend their respective Executive Employment Agreements to reduce their current salary levels by ten percent (10%) until September 30, 2020 (the “Salary Reductions”). In connection with the Salary Reductions, each Executive entered into a Salary Change Acknowledgement, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

* Salaries in this column reflect the base salaries for the fiscal year ended December 31, 2020 prior to previous salary reductions by the Executives, as described in the Company’s Current Report on Form 8-K filed on April 7, 2020.

Item 8.01 Other Events.

Effective July 1, 2020, each non-employee member of the Board of Directors of the Company (the “Board”) elected to forgo indefinitely all individual cash retainer payments for Board service for the Company that he or she would otherwise receive pursuant to the Company’s Outside Director Compensation Policy (the “Policy”). In lieu of such payments, and subject to Board approval and the terms of the Policy, the directors will instead receive the value of such payments in fully vested stock issued in arrears at the end of each applicable quarter.

The foregoing description of the Policy is subject and qualified in its entirety by reference to the full text of the Policy, a copy of which was filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 9, 2020, and incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 6, 2020

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