Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

EPAM Systems, Inc. (the "Company") held its Annual Meeting of Stockholders on June 8, 2021 (the "2021 Annual Meeting"). At the 2021 Annual Meeting, the stockholders of the Company approved the EPAM Systems, Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP"). The 2021 ESPP became effective on the date of the 2021 Annual Meeting. The maximum number of shares of the Company's common stock that may be issued under the 2021 ESPP will be 900,000 shares. A description of the 2021 ESPP was set forth in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2021 (the "Proxy Statement") in the section titled "Proposal 5: Approval of the EPAM Systems, Inc. 2021 Employee Stock Purchase Plan." The descriptions of the 2021 ESPP contained herein and in the Proxy Statement are qualified in their entirety by reference to the 2021 ESPP, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.




Item 5.07. Submission of Matters to a Vote of Security Holders
As of the April 12, 2021 record date, a total of 56,393,524 shares of the
Company's common stock were entitled to vote on matters presented to
stockholders at the 2021 Annual Meeting. The proposals presented at the 2021
Annual Meeting are described in detail in 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 Arkadiy Dobkin and Robert E. Segert to
serve as Class III directors, holding office for a three-year term until the
annual meeting of stockholders in 2024, or until their successors are elected
and qualified. Votes cast were as follows:
Nominee            Votes For    Votes Withheld    Broker Non-Votes
Arkadiy Dobkin     46,860,869   1,480,182         3,888,127
Robert E. Segert   45,541,191   2,799,860         3,888,127

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, 2021. Votes cast were as follows: Votes For Votes Against Abstentions Broker Non-Votes 51,967,608 250,981

           10,589         -


Advisory Vote to Approve Executive Compensation
The Company's stockholders voted, on an advisory basis, to approve the
compensation for the Company's named executive officers for the fiscal year
ended December 31, 2020 as disclosed in the Company's Proxy Statement. Votes
cast were as follows:
Votes For    Votes Against     Abstentions    Broker Non-Votes
44,712,038   2,930,361         698,651        3,888,127

Advisory Vote to Determine Frequency of Approval of Executive Compensation



The Company's stockholders voted, on an advisory basis, to determine the
frequency of future advisory votes on executive compensation. Votes cast were as
follows:

Votes For Every Year               Votes For Every Two      Votes For Every Three     Abstain
                                   Years                    Years
48,069,034                         7,877                    251,543                   12,597

After considering the stockholder vote on this proposal at the 2021 Annual Meeting, the Company's Board of Directors has determined that the Company will hold an advisory vote on executive compensation every year.

--------------------------------------------------------------------------------

EPAM Systems, Inc. 2021 ESPP



The 2021 ESPP was approved by the Company's stockholders. Votes cast were as
follows:

Votes For    Votes Against     Abstentions    Broker Non-Votes
48,209,918   125,015           6,118          3,888,127


Item 9.01. Financial Statements and Exhibits
(d) Exhibits

10.1 EPAM Systems, Inc. 2021 Employee Stock Purchase 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.

© Edgar Online, source Glimpses