GRID DYNAMICS HOLDINGS, INC. DEFA14A Filing

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0001104659-25-121497.txt : 20251216 0001104659-25-121497.hdr.sgml : 20251216 20251216124735 ACCESSION NUMBER: 0001104659-25-121497 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20251216 DATE AS OF CHANGE: 20251216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRID DYNAMICS HOLDINGS, INC. CENTRAL INDEX KEY: 0001743725 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology EIN: 830632724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38685 FILM NUMBER: 251574215 BUSINESS ADDRESS: STREET 1: 6101 BOLLINGER CANYON ROAD STREET 2: SUITE 465 CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: (650) 523-5000 MAIL ADDRESS: STREET 1: 6101 BOLLINGER CANYON ROAD STREET 2: SUITE 465 CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: ChaSerg Technology Acquisition Corp DATE OF NAME CHANGE: 20180615 DEFA14A 1 tm2533664d1_defa14a.htm 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 x 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 x Definitive Additional Materials ¨ Soliciting Material under §240.14a-12 Grid Dynamics Holdings, 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): x No fee required. ¨ Fee paid previously with preliminary materials. ¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. We Urge You To Vote “ FOR ” Proposal No. 3 and Proposal No. 4 Grid Dynamics Holdings, Inc. (the “Company”) is providing this supplemental disclosure to assist stockholders in evaluating (i) Proposal No. 3 — the advisory vote to approve the compensation of our named executive officers for the year ended December 31, 2024 (“Say-on-Pay”) and (ii) Proposal No. 4 — approval of an amendment to the Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan, each as described in the Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on November 10, 2025. For more information, including how to vote, please see the Proxy Statement and other documents filed by the Company with the SEC, which are available free of charge on the SEC’s website at www.sec.gov. This supplemental filing provides additional context regarding the Company’s executive compensation decisions and long-term incentive framework and further explains why the Board of Directors urges stockholders to vote “ FOR ” Proposal No. 3 and Proposal No. 4. Proposal No. 3 — Say-on-Pay · The CEO’s equity grant timing is purposeful and rooted in performance discipline. Long-term incentive awards have been sized and timed to reflect business performance, strategic milestones, and leadership continuity — larger grants in 2022 and 2024, a smaller grant in 2023, and no grant at all in 2025 . When viewed over the 2022–2025 period, the average annualized CEO grant value is within the competitive range of companies of similar size and complexity. The compensation committee’s objective has remained constant: to deliver equity value when the Company achieves strong and sustainable results. · The 2024 equity grant directly links rewards to execution of the Company’s strategy through 2026. More than 97% of the CEO’s target compensation is performance-based or at risk, including 55% of the equity 2024 award gran