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): February 23, 2022

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: (650) 523-5000

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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of New Director

On February 23, 2022, Patrick Nicolet was appointed to the Board of Directors (the “Board”) of Grid Dynamics Holdings, Inc. (the “Company”). Mr. Nicolet will serve as a Class III director with a term of office expiring at the Company’s 2022 Annual Meeting of Stockholders.

Mr. Nicolet is the Managing Partner of Line Break Capital Ltd, a technology brokering company specialized in distributed computing that he founded in January 2021. Prior to that, he spent over twenty years in various roles at Capgemini SE, a consulting, technology services and digital transformation company, including seven as a Group Executive Board member. He also serves on the boards of directors of several private companies. Mr. Nicolet received his Bachelor of Laws (LLB) from the Université de Lausanne in Switzerland and previously served in the Swiss Air Force where he obtained the Grade of Major.

In accordance with the Company’s Outside Director Compensation Policy, Mr. Nicolet is eligible to participate in the Company’s standard compensation arrangements for non-employee directors which consists of cash and equity compensation for service on the Board.

The Company will enter into its standard form of indemnification agreement with Mr. Nicolet. Other than this indemnification agreement, Mr. Nicolet has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed. There are no arrangements or understandings between Mr. Nicolet and any other persons pursuant to which he was appointed a director of the Company, and there are no family relationships between Mr. Nicolet and any director or executive officer of the Company.

Mr. Nicolet has not been, and is currently not expected to be, appointed to any committees of the Board at the time of this disclosure.

A copy of the press release issued by the Company on February 28, 2022 announcing Mr. Nicolet’s appointment to the Board is attached hereto as Exhibit 99.1. 

Item 9.01. Financial Statements 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.

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