Item 5.07. Submission of Matters to a Vote of Security Holders

EPAM Systems, Inc. (the "Company") held its Annual Meeting of Stockholders on June 2, 2022 (the "2022 Annual Meeting"). As of the April 11, 2022 record date, a total of 57,139,112 shares of the Company's common stock were entitled to vote on matters presented to stockholders at the 2022 Annual Meeting. The proposals presented at the 2022 Annual Meeting are described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 22, 2022 (the "Proxy Statement"). The following is a summary of the final voting results for each matter.

Election of Directors

The Company's stockholders voted to elect Richard Michael Mayoras, Karl Robb, and Helen Shan to serve as Class I directors, holding office for a three-year term until the annual meeting of stockholders in 2025, or until their successors are elected and qualified. Votes cast were as follows: Nominee

                    Votes For    Votes Withheld    Broker Non-Votes
Richard Michael Mayoras    35,598,376   11,714,652        4,118,340
Karl Robb                  44,887,597   2,425,431         4,118,340
Helen Shan                 46,758,493   554,535           4,118,340

Ratification of Appointment of Independent Auditors

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, 2022. Votes cast were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 50,982,568 384,738

           64,062         -

Advisory Vote to Approve Executive Compensation

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, 2021 as disclosed in the Company's Proxy Statement. Votes cast were as follows:



Votes For    Votes Against     Abstentions    Broker Non-Votes
43,592,387   3,674,646         45,995         4,118,340

2022 Amended and Restated EPAM Systems, Inc. Non-Employee Directors Compensation Plan

The Company's stockholders approved the 2022 Amended and Restated EPAM Systems, Inc. Non-Employee Directors Compensation Plan (the "2022 NED Plan") and the 2022 NED Plan went into effect the same day. A copy of the 2022 NED Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference. Votes cast were as follows:



Votes For    Votes Against     Abstentions    Broker Non-Votes
43,917,737   3,354,049         41,242         4,118,340

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 2022 Amended and Restated EPAM Systems, Inc. Non-Employee Directors Compensation Plan

101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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