Welcome, everyone. I'm Arkadiy Dobkin, Executive Chairman of EPAM Systems, Inc. It's my pleasure to welcome each of you to EPAM 2026 Annual Meeting of Stockholders, which is being held by live audio webcast. I will act as the Chairman of the meeting, and Ed Rockwell, our Chief Legal Officer and Corporate Secretary, is the Secretary of the meeting. It's now 10:00 A.M., and per the notice provided to all of you, the meeting is now called to order, and the polls for voting on all matters are now open. If you are a stockholder entitled to vote and have not yet voted, you can vote using the link on the meeting website. If you have already voted by proxy, it's not necessary to vote again unless you wish to change your vote.
The purpose of this meeting is to consider and act on the proposals in the proxy statement provided to each of our stockholders. An agenda that outlines the order of the business is available on your screen. I would also like to call each stockholder's attention to the rules of conduct and procedures for the meeting, which is linked to on your screen. All of the members Board of Directors are with us for this meeting. Scott Strother and Rob Grasso, representing Deloitte & Touche, the company independent registered public accounting firm, are also present. Ed, would you please now report on the status of the meeting?
Thank you, Ark. This meeting has been called by notice dated April 6th, 2026, and we received a certified affidavit of mailing from our proxy distribution firm that notice of this meeting was duly given. A copy of the notice and affidavit will be included in the records of this meeting. A list of all holders of record of EPAM's common stock as of the close of business on the record date, April 1st, 2026, has been available for inspection at our headquarters for the last 10 days.
As of the record date, there were 52,756,846 shares of our common stock issued and outstanding. Tracy Oats has been appointed to act as Inspector of Election and joins us during this virtual meeting. The oath of the Inspector of Election will be included with the records of this meeting. The Inspector of Election has informed us that sufficient shares are represented at this meeting for a quorum. Ark, we are now ready to proceed.
Thank you. On this basis, this meeting is convened. If you have a question about any of the proposals, you may submit it using the Q&A function on your screen. We will only address questions pertaining to the proposals. We'll now move to the description of the proposals. Ed, please introduce the proposals.
Thank you, Ark. There are seven proposals before the stockholders. Proposal number one is the election of four Class II Directors to serve until the expiration of their terms at the next annual meeting of stockholders, or until their successors are duly elected and appointed. The nominees are Balazs Fejes, Eugene Roman, Jill Smart, and Ronald Vargo. No other nominations were received before the deadline established in our bylaws, so the nominations are closed. Our Board recommends a vote for all of the Director nominees. Proposal number two is an amendment to our Certificate of Incorporation to enable adoption of a right for stockholders to call a special meeting. Our Board recommends a vote for approval of the amendment. Proposal number three is the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31st, 2026.
Our Board recommends a vote for ratification. Proposal number four is the approval of the compensation of our named executive officers for 2025 as disclosed in the proxy statement. This proposal is a non-binding advisory vote. Our Board recommends a vote for approval. Proposal number five is the approval of an amendment to the 2025 EPAM Systems, Inc Long Term Incentive Plan to increase the number of shares available under the plan by 4 million shares. Our Board recommends a vote for approval of the amendment. Proposal number six is the approval of an amendment to the EPAM Systems, Inc 2021 Employee Stock Purchase Plan to increase the number of shares available under the plan by 650,000 shares. Our Board recommends a vote for approval of the amendment. Proposal number seven is a stockholder proposal to give shareholders an ability to call for a special shareholders meeting.
This proposal is a non-binding advisory vote. Our Board recommends a vote against approval. Stockholder, Mr. John Chevedden, is present by phone. He will have up to three minutes for the presentation of the proposal pursuant to our rules of conduct and procedures. Operator, please open the line for Mr. Chevedden or his representative.
Mr. Chevedden, your line is now open. Please proceed.
Hello, this is John Chevedden. Proposal seven, shareholder ability to call for a special shareholder meeting. Shows as Board of Directors to take the steps necessary to amend the governing documents to give the owners a combined 10% of our outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy-to-convene online shareholder meeting. There shall be no poison pill-type rule to require ownership of shares for a specific period of time or for shares to participate in calling for a special shareholder meeting. After this proposal seven was submitted to EPAM decided to draft a weak version of this proposal seven, which is proposal two. EPAM has a major limitation in its proposal to, so-called right for shareholders to call for a special shareholder meeting.
These limitations make it unattainable for EPAM shareholders to call for a special shareholder meeting if they attempt to use proposal two. Proposal two is more like an insurance policy for EPAM management so that EPAM management will never need to worry that shareholders might have a good cause to call for a special shareholder meeting. The proposal two so-called right to call for a special shareholder meeting has two factors, each of which acting alone makes a shareholder right to call for a special shareholder meeting unattainable. First, a requirement of 25% of shares to call for a special shareholder meeting instead of the 10% allowed by state law. Second is 1,700 words of dense legalese that govern the calling for a special shareholder meeting, when such a right could be governed by 100 words.
Under proposal two, it could take EPAM shareholders with unlimited budget more than a year of attempts to call for a special shareholder meeting before they dotted all the I's and crossed all the T's to the satisfaction of the EPAM shareholders, EPAM attorneys who had drafted the 1,700 words of dense legalese. Shareholders at more than 100 companies have voted on proposals regarding shareholder right to call for a special shareholder meeting. Not one of these companies have ever cited a single example of a special shareholder meeting actually taking place at any company, anywhere, that had just one of these two factors governing the right to call for a special shareholder meeting. Please vote for an attainable shareholder right to call for a special shareholder meeting, proposal seven.
Thank you, Mr. Chevedden. Our Board recommends a vote against approval of the stockholder proposal just presented for the reasons described on page 88 in the proxy statement. No other nominations or proposals were received within the time period established by our bylaws or Delaware law. There are no other matters before the stockholders. If there are any questions relevant to the proposals, we will answer them while we complete voting. If you've not yet voted, please do so now. If you've already submitted your proxy, your shares will automatically be voted in accordance with your instructions, and you do not need to vote again. I would like to remind those listening that some of the responses to these questions may contain forward-looking statements. These statements are subject to risk and uncertainties as described in EPAM's SEC filings.
The questions posted on the meeting website are not pertinent to the seven proposals on the agenda. We recommend that stockholders that ask these questions view our filings with the SEC that are available in the investor relations section of our website, epam.com. You may also contact our Investor Relations team. Their contact information can be found in the rules of conduct and procedures. Seeing as there are no more questions to answer, we will close the polls and announce the results of the voting. Since everyone has had the opportunity to vote, the polls are now closed. The Inspector of Election has delivered the preliminary report, so I will now read the preliminary results.
Based on the preliminary tally, the stockholders have voted for all of the nominees for Director, for approval of amendments to our Certificate of Incorporation to enable adoption of a right for stockholders to call a special meeting, for ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026, for approval of the compensation of the company's named executive officers for 2025 as disclosed in the proxy statement, for approval of the amendment to the EPAM Systems, Inc 2025 Long Term Incentive Plan, for approval of the amendment to the 2021 EPAM Systems, Inc Employee Stock Purchase Plan, and against the stockholder proposal requesting that the Board amend our organizational documents to give shareholders an ability to call for a special shareholder meeting.
We will file the final report of the Inspector of Elections with the records of this meeting, and we plan to report the results of the voting and the amendments to our Certificate of Incorporation and bylaws on a Form 8-K to be filed with the SEC soon after this meeting.
That concludes the business set forth in the meeting agenda, and the 2026 annual meeting is now adjourned. Thank you for attending our 2026 annual meeting of stockholders.
The meeting is now concluded. Thank you for attending today's event. You may now disconnect your lines.