EPAM Systems Files Proxy Report Feedback

TL;DR

EPAM Systems is responding to Glass Lewis proxy report feedback, shareholders should pay attention to their voting recommendations.

AI Summary

EPAM Systems, Inc. filed a DEFA14A on May 17, 2024, regarding feedback on the 2024 Glass Lewis Proxy Report. This filing is a definitive additional material, indicating it provides supplementary information to shareholders concerning proxy voting matters. The company is based in Newtown, PA, and operates in computer programming services.

Why It Matters

This filing provides shareholders with EPAM Systems' perspective on proxy advisory firm recommendations, potentially influencing how investors vote on corporate governance matters.

Risk Assessment

Risk Level: low — The filing is a routine proxy statement providing feedback on a third-party report, not indicating new financial risks or significant operational changes.

Key Players & Entities

• EPAM Systems, Inc. (company) — Registrant
• Glass Lewis (company) — Proxy advisory firm
• May 17, 2024 (date) — Filing date
• Newtown, PA (location) — Company address

FAQ

Filing Documents

• d107607ddefa14a.htm (DEFA14A) — 15KB
• g107607g0514231530184.jpg (GRAPHIC) — 1KB
• g107607g0514231530387.jpg (GRAPHIC) — 3KB
• 0001193125-24-141722.txt ( ) — 21KB

From the Filing

DEFA14A 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 (Amendment No.) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 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 Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 May 17, 2024 RE: 2024 Glass Lewis Proxy Report Feedback Statement Dear Fellow Stockholders, We are taking this opportunity to respond to the Glass Lewis Proxy Paper published on May 10, 2024 and its comments on our proxy statement and EPAM Systems 2024 annual meeting of stockholders. We are submitting this letter through Glass Lewis Report Feedback Statement service and appreciate the parallel chance to provide our stockholders with additional information. Glass Lewis recommends that stockholders oppose the election of Robert E. Segert, the Chair of the Nominating and Corporate Governance Committee of our Board of Directors, at our 2024 annual meeting. We disagree with the Proxy Papers assertion that our lack of formal designation or codification of the Boards role in overseeing our environmental and social risk implies that our Board does not maintain oversight of material risks or, alternatively, that the Boards oversight of these risks is insufficient and that Mr. Segert, as head of the Nominating and Corporate Governance Committee, is to be held accountable. In its proxy statement, EPAM does in fact disclose the Boards responsibility for oversight of environmental and social matters, along with governance, as a key risk area. Specifically, on page 16 of the proxy statement filed with the SEC under the Risk Oversight heading, we detail that the Board receives key updates from management and committees on relevant areas and we specify ESG risks as one of those relevant areas in the accompanying Board Risk Oversight graphic. Page 19 of the proxy statement adds more detail of the Boards oversight role, including the Boards regular involvement in assessing the progress and activity of our ESG program. Unlike its committees, the Board does not codify its specific responsibilities in a charter. Rather, as described in our proxy statement, the Board is responsible for oversight of the most significant risks we face and the committees have responsibilities for oversight of those specific risks delegated to them through their committee charters. The Boards overall mandate to oversee all risk not delegated to a committee, when combined with the express disclosure in our proxy statement, makes it clear that oversight of ESG risk is within the Boards purview. Further, the description of the Nominating and Corporate Governance Committees responsibilities on page 22 of the proxy statement illustrates that this committee, chaired by Mr. Segert, oversees the governance practices and procedures under which the designation of risk oversight between the Board and its committees occurs, and that the Nominating and Corporate Governance Committee, contrary to the statements in the Proxy Paper, has in fact ensured that the Board conducts meaningful oversight of, and has accountability for, material environmental and social risks. In fact, the Board reviewed our ESG program and progress in its most recent quarterly in-person meeting in February 2024. We do not believe the Proxy Paper adequately takes into account the framework of risk oversight we articulate in our proxy EPAM.COM | 41 University Drive, Suite 202, Newtown, PA 18940 USA | P: +1 267 759 9000F: +1 267 759 8989 Thank you for this opportunity to provide input into the Glass Lewis process. We welcome engagement from our stockholders and Glass Lewis at any time. Sincerely, Edward Rockwell Senior Vice President, General Counsel, and Corporate Secretary EPAM Systems, Inc. CC: Glass Lewis 255 California Street, Suite 1100 San Francisco, CA 94111 EPAM.COM | 41 University Drive, Suite 202, Newtown, PA 18940 USA | P: +1 267 759 9000F: +1 267 759 8989

View Full Filing

View this DEFA14A filing on SEC EDGAR