EPAM Systems Inc
For the period ended May 22, 2025. Filed Apr 9, 2025.
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May 22, 2025 · Filed Apr 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☑ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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EPAM Systems, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
| ☑ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Dear Fellow Stockholders,
On behalf of our Board of Directors, we are pleased to invite you to attend the EPAM Annual Meeting of Stockholders to be held on May 22, 2025, beginning at 10:00 am EDT. Details for attending the Annual Meeting via live audio webcast are in the Notice of 2025 Annual Meeting of Stockholders following this letter.
I want to take a moment to thank you for your continued commitment and trust in EPAM. Over the past few years, we’ve continued to navigate a dynamic global environment, while simultaneously driving new levels of transformation within our business and adapting our services for the markets of the future. Our commitment to executing our global business strategy enabled us to become one of the world’s most geographically-balanced companies and positioned us to lead the market with advanced talent in AI-native digital business services. By demonstrating our resiliency and adept handling of evolving conditions throughout the years, we have maintained our brand and client reputation for superior quality and relentless execution across the most complex and advanced technological solutions. Today, we believe we are on a solid foundation to execute our continuing mission to become a top five global leader in Digital Business and Technology Transformation Services and Solutions.
Let me share a few key highlights from 2024, which we believe strengthens our strategic positioning and further supports our trajectory to return to higher levels of growth:
| 1. | Continued investment in advanced GenAI capabilities and solutions – Our market-leading suite of advanced IP and accelerators, such as EPAM DIAL, EPAM AI/Run™, and EPAM EliteA™, are helping clients transform their businesses across the value chain and accelerate their AI journey, bringing highly differentiated speed to value. Internally, we focused on education and upskilling across the entire company, leveraging our market leading suite of learning tools and platforms to keep us ahead of the tech curve. |
| 2. | Accelerated our global business strategy – Our two most recent acquisitions, NEORIS and First Derivative (or FD), allowed us to meaningfully expand our talent access and go-to-market capabilities by bringing new market opportunities in LATAM and new domain capabilities to new and existing client relationships. While still early, we are taking a very pragmatic approach with integration and see meaningful progress across a range of net new opportunities. We strongly believe the joint pursuits that combine EPAM, NEORIS and FD capabilities will bring unique differentiators to our clients across our global delivery hubs. |
| 3. | Further Diversified our Global Delivery Footprint – Now more diversified than ever before, our four global hubs across Europe, India, Latin America, and Central & Western Asia, provide a highly differentiated footprint of advanced skills and capabilities, giving our clients more choices with EPAM than ever. In India, we reached an important milestone, growing 10X in 10 years and numbering over 10,000 people, giving us meaningful client scale in an important and fast-growing geography. |
In 2024, after uneven demand at the beginning of the year, our business stabilized which was followed by strong execution in the second half of the year, where we improved our stand-alone business and built sequential momentum. Key financial highlights include:
| • | Revenues of approximately $4.7 billion, an increase of 0.8% year-over-year on a reported basis |
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| • | GAAP operating margins of 11.5% and Non-GAAP operating margins* of 16.5%, exceeding our initially guided range established at the beginning of 2024 |
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| • | From an earnings per share perspective, GAAP diluted earnings per share (EPS) of $7.84, an increase of 11.0%, and Non-GAAP diluted EPS* of $10.86, an increase of 2.5% |
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| • | Completing the year with a strong balance sheet, with $1.3 billion in cash and cash equivalents, after deploying $0.9 billion on two significant acquisitions |
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Even as we focused on business execution, we continued to bring strong contributions to the communities in which we operate, championing corporate social responsibility efforts, including:
| • | Continuing to support our employees and our local communities worldwide, delivering programs for immediate disaster relief and long-term recovery. Our teams have responded to severe flooding in multiple countries—including Austria, Czech Republic, Germany, Hungary, Poland, Romania, Slovakia, and India. Since 2022, we’ve steadily expanded our support for Ukraine by delivering essential supplies to meet evolving needs. |
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2 | 2025 Proxy Statement
| • | Advancing our sustainability journey by establishing near-term carbon reduction targets that align with the Science Based Targets initiative, aiming to limit global warming to 1.5°C. Additionally, we have committed to setting a Net Zero target in line with the Science Based Targets Initiative (SBTi) guidelines |
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| • | Through our comprehensive educational programs and platforms, we continue to share our deep technical expertise and empower the next generation of tech experts in local communities through programs like EPAM E-kids®, Pathway to Tech Future, and EPAM eSeniors™ |
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I am encouraged by the progress we have made throughout the year and the near-term opportunities ahead, as we relentlessly focus on execution and further building sequential momentum. Our differentiation and core DNA remains fully intact, as we strengthen and expand our global delivery footprint, we feel we are well positioned to capture market share.
In conclusion, I want to thank our stockholders, who have been faithful and believe in the long-term value creation story for which EPAM stands. I look forward to our continued partnership and this year’s Annual Meeting.
Arkadiy Dobkin President, Chief Executive Officer and Chairman of the Board
April 9, 2025
- Non-GAAP operating margins and non-GAAP diluted EPS are non-GAAP financial measures. Refer to “Appendix A: Reconciliation of Non-GAAP Financial Measures to Comparable GAAP Measures” for additional information.
3 | 2025 Proxy Statement
Notice of 2025 Annual Meeting of Stockholders
| Time & Date | 10:00 a.m. EDT – May 22, 2025 |
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| Place | Live audio webcast of the Annual Meeting will be available at https://www.virtualshareholdermeeting.com/EPAM2025. |
| Access | You will be able to attend the Annual Meeting, vote, and submit your questions during the live audio webcast of the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/EPAM2025. You will be able to vote and submit questions before the Annual Meeting at www.proxyvote.com by logging in using the 16-digit control number provided with your proxy materials. |
| Record Date | The record date for the determination of the stockholders entitled to vote at the Annual Meeting (“Record Date”), or any adjournments or postponements thereof, was the close of business on April 1, 2025. |
| Additional Information | Additional information regarding the matters to be acted on at the Annual Meeting is included in the accompanying proxy statement. |
| Proxy Voting | PLEASE SUBMIT YOUR PROXY THROUGH THE INTERNET, TELEPHONE, OR MARK, SIGN, DATE AND RETURN YOUR PROXY CARD. |
4 | 2025 Proxy Statement
| Board Recommendation | |||||
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| Items of Business | 1. | To elect three Class I directors to hold office for a three-year term or until their successors are elected and qualified | Vote FOR all | ||
| 2. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025 | Vote FOR | |||
| 3. | To approve, on an advisory and non-binding basis, the compensation for our named executive officers as disclosed in this Proxy Statement | Vote FOR | |||
| 4. | To approve the EPAM Systems, Inc. 2025 Long Term Incentive Plan | Vote FOR | |||
| 5. | To approve an amendment to the Third Amended and Restated Certificate of Incorporation to declassify the Board of Directors (the “Declassification Amendment”) | Vote FOR | |||
| 6. | To approve an amendment to the Third Amended and Restated Certificate of Incorporation to reduce the written supermajority vote requirements to a majority vote requirement (the “Majority Vote Amendment”) | Vote FOR | |||
| 7. | To approve an amendment to the Third Amended and Restated Certificate of Incorporation to elect out of Section 203 of the Delaware General Corporation Law (the “Section 203 Amendment”) | Vote FOR | |||
| 8. | To approve an amendment to the Third Amended and Restated Certificate of Incorporation to exculpate certain officers as permitted by Delaware law (the “Liability Limit Amendment”) | Vote FOR | |||
| 9. | To hold an advisory vote on a stockholder proposal relating to a simple majority vote | Vote AGAINST | |||
| 10. | To transact such other business as may properly come before the Annual Meeting. | N/A | |||
By Order of the Board of Directors of EPAM Systems, Inc.:
Edward Rockwell
Senior Vice President, General Counsel and Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 22, 2025. The Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 are available at https://www.proxyvote.com.
5 | 2025 Proxy Statement
Contents
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