EPAM Systems Announces Board Changes and Executive Compensation Updates

TL;DR

EPAM reshuffled its board and updated exec pay. Dobkin out, new directors in.

AI Summary

EPAM Systems, Inc. announced on March 15, 2024, changes in its board of directors and executive compensation arrangements. Specifically, the company reported the departure of Director Arkadiy Dobkin and the appointment of new directors, including Alexey Ershov and Boris Shacter. The filing also details new compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Board and executive changes can introduce uncertainty regarding future strategy and leadership stability.

Key Players & Entities

• EPAM Systems, Inc. (company) — Registrant
• Arkadiy Dobkin (person) — Departing Director
• Alexey Ershov (person) — Appointed Director
• Boris Shacter (person) — Appointed Director
• March 15, 2024 (date) — Report Date

FAQ

From the Filing

0001352010-24-000012.txt : 20240320 0001352010-24-000012.hdr.sgml : 20240320 20240320161135 ACCESSION NUMBER: 0001352010-24-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20240315 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240320 DATE AS OF CHANGE: 20240320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPAM Systems, Inc. CENTRAL INDEX KEY: 0001352010 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] ORGANIZATION NAME: 06 Technology IRS NUMBER: 223536104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35418 FILM NUMBER: 24767901 BUSINESS ADDRESS: STREET 1: 41 UNIVERSITY DRIVE STREET 2: SUITE 202 CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: (267) 759-9000 MAIL ADDRESS: STREET 1: 41 UNIVERSITY DRIVE STREET 2: SUITE 202 CITY: NEWTOWN STATE: PA ZIP: 18940 FORMER COMPANY: FORMER CONFORMED NAME: EPAM SYSTEMS INC DATE OF NAME CHANGE: 20060202 8-K 1 epam-20240315.htm 8-K epam-20240315 0001352010 false 0001352010 2024-03-15 2024-03-15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of   the Securities Exchange Act of 1934 Date of report (Date of earliest event reported):   March 15, 2024 EPAM SYSTEMS, INC. (Exact name of registrant   as specified in its charter) Delaware 1-35418 22-3536104 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 41 University Drive Suite 202 18940 Newtown Pennsylvania (Address of principal executive offices) (Zip Code) 267 - 759-9000 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)     ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))     ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on which Registered Common Stock, par value $0.001 per share EPAM New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers      Effective March 15, 2024, the Board of Directors of EPAM Systems, Inc. (“EPAM”) approved performance restricted stock unit (“PSU”) awards under the EPAM Systems, Inc. 2015 Long Term Incentive Plan to our named executive officers and certain other members of EPAM’s senior management. The number of PSUs that are actually earned and eligible to vest under the PSU award agreeme