EPAM Systems, Inc.
For the period ended May 21, 2026. Filed Apr 6, 2026.
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May 21, 2026 · Filed Apr 6, 2026
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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 21, 2026, at 10:00 am EDT. The Notice of 2026 Annual Meeting of Stockholders, which follows this letter, includes details for attending the meeting via live audio webcast.
We would like to thank you for your continued trust and commitment to EPAM.
We were encouraged by our execution throughout 2025, particularly our ability to deliver on the commitments we set at the beginning of the year. Our performance showed a return of momentum, driven largely by growing demand for our AI-native and AI foundational services. We continue to see significant opportunities ahead in this area.
Over the past few years, we’ve continued to adapt to evolving macroeconomic conditions, while repositioning EPAM for the next phase of growth. We have continued to invest in our AI and AI-native capabilities, while advancing our own transformation into an AI-native company. Throughout 2025, clients turned to EPAM to help them accelerate their AI and AI-native proof-of-concepts and scale these solutions into production environments. As a result, the Company delivered strong growth in AI-native revenues, with consistent double-digit sequential growth each quarter, reflecting both the differentiation and relevance of these new capabilities, as well as the trust our clients place in us.
As we outlined at our Investor Day in March 2026, we are executing a clear, differentiated, multi-year strategy centered on helping clients close the gap between AI ambition and real adoption. While AI is unlocking significant productivity gains, it is critically important to realize that it is also expanding the frontier of what enterprises are aiming to achieve. With that, complexity is not decreasing — it is increasing, often in ways we are only beginning to understand. We strongly believe this complexity is still widely underestimated, with new requirements emerging across every dimension of the enterprise.
In this environment, competitive advantages will belong to those who can navigate the new complexity and turn ambitions into real outcomes. Success will depend on partners who can not only envision what is possible, but also build, scale, and deliver it with the right talent to address this complexity at scale. This is where EPAM is uniquely positioned. Our Engineering DNA and Talent Engine enable us to continuously develop and deploy the next generation of AI-enabled talent. Engineering matters. Talent matters. As we have demonstrated across multiple technological cycles, we know what to build and how to build it. We believe our AI and AI-Native capabilities will put us at the forefront of business change and transformation for years to come.
Our board and management team are confident that EPAM can deliver accelerated revenue growth and improved profitability. This confidence is grounded in our engineering heritage, expanding AI and AI-native capabilities, global delivery platform, go-to-market transformation initiatives, strategic investments, and continuous innovation.
We are encouraged by the progress we have made throughout the year, and by the opportunities ahead across the near, medium, and long term. Our fundamentals and upward trajectory remain fully intact. As we strengthen our vertical expertise and deepen client relationships, we are well positioned to expand our role as a trusted transformation partner.
In conclusion, thank you for your continued support and belief in EPAM’s long-term value creation. We look forward to our continued partnership and to this year’s Annual Meeting.
2 | 2026 Proxy Statement
Notice of 2026 Annual Meeting of Stockholders
| Time & Date | 10:00 a.m. EDT – May 21, 2026 |
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| Place | Live audio webcast of the Annual Meeting will be available at https://www.virtualshareholdermeeting.com/EPAM2026. |
| 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/EPAM2026. 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, 2026. |
| 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. |
| Board Recommendation | |||||
|---|---|---|---|---|---|
| Items of Business | 1. | To elect four Class II directors to hold office for a one-year term or until their successors are elected and qualified | Vote FOR all | ||
| 2. | To approve an amendment to the Fourth Amended and Restated Certificate of Incorporation to enable adoption of a right for stockholders to call a special meeting (“Special Meeting Charter Amendment”) | Vote FOR | |||
| 3. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026 | Vote FOR | |||
| 4. | To approve, on an advisory and non-binding basis, the compensation for our named executive officers as disclosed in this Proxy Statement | Vote FOR | |||
| 5. | To approve an amendment to the 2025 EPAM Systems, Inc. Long Term Incentive Plan to increase the number of shares available by 4,000,000 shares (the “2025 LTIP Amendment”) | Vote FOR | |||
| 6. | To approve an amendment to the EPAM Systems, Inc. 2021 Employee Stock Purchase Plan to increase the number of shares available by 650,000 shares (the “2021 ESPP Amendment”) | Vote FOR | |||
| 7. | To hold an advisory vote on a stockholder proposal to give shareholders an ability to call for a special shareholders meeting, if properly presented at the Annual Meeting | Vote AGAINST | |||
| 8. | To transact such other business as may properly come before the Annual Meeting. | N/A | |||
3 | 2026 Proxy Statement
By Order of the Board of Directors of EPAM Systems, Inc.:
Edward Rockwell
Senior Vice President, Chief Legal Officer and Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 21, 2026. The Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 are available at https://www.proxyvote.com.
4 | 2026 Proxy Statement
Contents
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