epam-20230602


EPAM SYSTEMS, INC.
(Exact name of registrant as specified in its charter)


Delaware	1-35418	22-3536104
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

41 University Drive	Suite 202	18940
Newtown	Pennsylvania
(Address of principal executive offices)		(Zip Code)

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 (see General Instruction A.2. below):


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
Common Stock, par value $0.001 per share	EPAM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

EPAM Systems, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 2, 2023 (the “2023 Annual Meeting”). As of the April 10, 2023 record date, a total of 57,857,238 shares of the Company’s common stock were entitled to vote on matters presented to stockholders at the 2023 Annual Meeting. The proposals presented at the 2023 Annual Meeting are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 21, 2023 (the “Proxy Statement”). The following is a summary of the final voting results for each matter.

The Company’s stockholders voted to elect Eugene Roman, Jill Smart, and Ronald Vargo to serve as Class II directors, holding office for a three-year term until the annual meeting of stockholders in 2026, or until their successors are elected and qualified. Votes cast were as follows:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Eugene Roman	48,997,828	630,866	36,165	4,328,631
Jill Smart	43,522,758	6,106,240	35,861	4,328,631
Ronald Vargo	40,591,298	9,036,511	37,050	4,328,631

Stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Votes cast were as follows:

The Company’s stockholders voted, on advisory basis, to approve the compensation for the Company’s named executive officers for the fiscal year ended December 31, 2022 as disclosed in the Company’s Proxy Statement. Votes cast were as follows:

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.


			By:			/s/ Edward F. Rockwell
			Name:			Name: Edward F. Rockwell
			Title:			Title: SVP, General Counsel and Corporate Secretary


Not Applicable
(Former name or former address, if changed since last report)