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

From the Filing

0001193125-24-141722.txt : 20240517 0001193125-24-141722.hdr.sgml : 20240517 20240517160635 ACCESSION NUMBER: 0001193125-24-141722 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240517 DATE AS OF CHANGE: 20240517 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35418 FILM NUMBER: 24959626 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 DEFA14A 1 d107607ddefa14a.htm DEFA14A 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 Paper’s assertion that our lack of formal designation or codification of the Board’s role in overseeing our environmental and social risk implies that our Board does not maintain oversight of material risks or, alternatively, that the Board’s 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 Board’s 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 Board’s oversight role, including the Board’s 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 ove