EPAM Systems, Inc. reported that shareholders approved several governance and compensation-related changes at the company’s 2026 annual meeting, held May 21, 2026. The actions included expanding two equity compensation plans, amending the company’s charter and bylaws to permit stockholders to call special meetings, electing directors, ratifying the auditor, and approving executive compensation on an advisory basis. A key compensation action was shareholder approval of an amendment to the EPAM Systems, Inc. 2025 Long Term Incentive Plan. The amendment increases the number of shares of EPAM common stock available for issuance under the plan by 4,000,000 shares, subject to a reduction for any shares granted under the plan above the number of outstanding shares disclosed in the related proxy proposal. The board had previously adopted the amendment, contingent on shareholder approval, and it became effective May 21, 2026. The filing does not report any specific award grants, option exercises, vesting events, insider purchases or sales, or transaction prices tied to the plan amendment. Shareholders also approved an amendment to the 2021 EPAM Systems, Inc. Employee Stock Purchase Plan, increasing the number of shares of common stock available for issuance under that plan by 650,000 shares. Like the long-term incentive plan amendment, the ESPP amendment had been adopted by the board subject to shareholder approval and became effective on May 21, 2026. On the governance side, shareholders approved an amendment to EPAM’s certificate of incorporation to enable the adoption of a stockholder right to call a special meeting. The company filed a Fifth Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on May 21, 2026, making the charter amendments effective. The board also ratified a certificate changing the registered agent and/or registered office, and then approved a Restated Certificate of Incorporation that integrates those changes. Related amendments to EPAM’s Amended and Restated Bylaws also became effective May 21, 2026, revising Sections 2.03 through 2.05 and 2.10 to set out procedures for stockholders to request a special meeting. At the annual meeting, 52,756,846 shares of EPAM common stock were entitled to vote as of the April 1, 2026 record date. Shareholders elected Balazs Fejes, Eugene Roman, Jill Smart and Ronald Vargo as Class II directors to serve until the 2027 annual meeting or until their successors are elected and qualified. The vote totals were: Fejes, 45,500,634 for, 565,330 against, 17,645 abstentions and 3,732,360 broker non-votes; Roman, 45,321,803 for, 715,905 against and 45,901 abstentions; Smart, 44,422,620 for, 1,574,090 against and 86,899 abstentions; and Vargo, 43,434,507 for, 2,588,200 against and 60,902 abstentions. The same 3,732,360 broker non-votes applied to the non-routine director elections. The charter amendment enabling a stockholder special-meeting right passed with 42,309,922 votes for, 2,339,440 against and 1,434,247 abstentions, with 3,732,360 broker non-votes. Separately, an advisory stockholder proposal titled “Give Shareholders an Ability to Call for a Special Shareholder Meeting” was not approved, receiving 20,002,319 votes for, 25,953,614 against and 127,676 abstentions, also with 3,732,360 broker non-votes. The distinction is that management’s charter amendment passed, while the separate advisory shareholder proposal on a similar topic failed. Shareholders ratified Deloitte & Touche LLP as EPAM’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 49,122,407 votes for, 629,301 against and 64,261 abstentions. They also approved, on an advisory basis, the compensation of EPAM’s named executive officers for fiscal 2025, with 43,808,762 votes for, 2,183,079 against and 91,768 abstentions, plus 3,732,360 broker non-votes. The equity plan amendments also received approval by significant margins. The 2025 Long Term Incentive Plan amendment passed with 36,814,144 votes for, 9,148,877 against and 120,588 abstentions, with 3,732,360 broker non-votes. The 2021 ESPP amendment passed with 45,718,624 votes for, 308,121 against and 56,864 abstentions, also with 3,732,360 broker non-votes. EPAM filed the Restated Certificate of Incorporation, Amended and Restated Bylaws, and the two plan amendments as exhibits to document the changes.