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EPAM Systems, Inc.

For the period ended May 21, 2026. Filed Apr 6, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2026 · Filed Apr 6, 2026

EPAM$159.31-3.9%Stored close · as of Nov 6, 2026
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Contents

Director Selection Process

The Nominating and Corporate Governance Committee recommends to the Board the directors to stand as nominees for election at the annual meeting of stockholders and makes recommendations to the Board for appointment of a director to fill any vacancy or expansion of the Board. The Committee evaluates the composition of the Board and its committees at each regular meeting, and considers the individual and aggregate characteristics, professional backgrounds, and areas of expertise with the goal of a well-balanced and effective Board. All of our directors and director candidates must possess integrity and high ethical standards, excellent business judgment, and be willing to commit appropriate time and effort to service on the Board.The Committee reviews feedback from the most recent Board and committee evaluations in assessing the makeup of the Board, its committees, and future needs.

The Committee assesses the appropriate size of the Board from time to time and considers new director candidates for potential expansion of the Board or to fill any vacancies. Candidates may come to the attention of the Committee through current Board members, professional search firms engaged by the Committee, stockholders, members of management, or others. The Committee reviews recommendations, evaluates biographical information and

considers background checks and material relating to potential candidates and, as appropriate, interviews selected candidates. A candidate may meet with our management as appropriate. These candidates may be evaluated at meetings of the Committee and may be considered at any point during the year.

Corporate Governance Guidelines:

Director Selection

At this time, neither the Board nor the Committee has established any minimum qualifications or skills for directors, however they will apply the criteria set forth in our Corporate Governance Guidelines.

Several criteria are considered by the Committe and the Board when evaluating candidates for director, including a nominee’s:

•Judgment
•Diversity
•Personal integrity
•Skills
•Actual or potential conflicts of interest
•Knowledge of our business and industry
•Independence
•Background and experience
•Experience in various geographies
•Other board commitments
•Risk oversight experience and strategy
•Ability to address the needs of the Board

and its committees

•Financial literacy and expertise
•Ability to devote time and attention to the

Board and its committees

10 | 2026 Proxy Statement

There are no specific criteria or weights that the Committee uses to evaluate potential nominees, and not every criterion may be relevant or required for a given nominee. We think that the directors should have a range of backgrounds and qualifications that enable the Board to perform its duties. The Board values diversity and has included diversity as a consideration for director candidates in our Corporate Governance Guidelines.

Upon recommendation of the Committee, the Board has nominated the four director nominees identified below for election as Class II directors at the Annual Meeting for a one-year term. The director nominees set forth below have consented to being named in this Proxy Statement as nominees and have agreed to serve as directors if elected. Stockholders are not entitled to cumulate votes in the election of directors and may not vote for a greater number of persons than the number of nominees named.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.