8-K

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):  April 4, 2014

EPAM SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware	1-35418	223536104
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
41 University Drive, Suite 202 Newtown, Pennsylvania		18940
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 267-759-9000

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:

☐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))

Item 2.02 Results of Operations and Financial Condition.

On April 10, 2014, EPAM Systems, Inc. (“EPAM Systems”) issued the press release attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02. Such press release includes information about EPAM Systems’ results of operations for the quarter ended March 31, 2014 as well as information concerning events in Ukraine, in addition to information referred to in Item 5.02 of this report.

The information in Item 2.02 of this report, including Exhibit 99.1 attached hereto, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise be subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, except as expressly stated by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 4, 2014, Karl Robb announced his intention to retire from his position as Executive Vice President & President of EU Operations of EPAM Systems. Mr. Robb’s effective retirement date is currently expected during the first quarter of 2015, although no specific effective retirement date has been given. Until such time as he begins transferring his day-to-day responsibilities, Mr. Robb will continue in his current role. During the course of 2014, Mr. Robb’s responsibilities will be transitioned to others, and after such transition Mr. Robb will serve in an advisory role with respect to such matters until his actual retirement. It is the intention of Mr. Robb, and the expectation of EPAM Systems, that Mr. Robb will continue to serve on the Board of Directors of EPAM Systems. The Board of Directors of EPAM Systems examined the circumstances of Mr. Robb’s decision to announce retirement from his executive officer position and deemed it in the best interest of EPAM Systems for Mr. Robb to continue serving on the Board of Directors at this time in light of his wealth of experience, relationships with clients and deep knowledge of the company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 99. 1 Press Release of EPAM Systems dated April 10, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EPAM SYSTEMS, INC.
By:	/s/ Ginger Mosier
Name:	Ginger Mosier
Title:	Vice President, General Counsel and Corporate Secretary

EX-99.1

EXHIBIT 99.1

EPAM EVP Karl Robb to Retire in Early 2015; Expected to Remain on Board

Comments on First Quarter 2014 Results

Newtown, PA – April 10, 2014 - EPAM Systems, Inc. (NYSE:EPAM), a leading provider of complex product development and software engineering solutions and a leader in Central and Eastern European IT service delivery, announced that Karl Robb, EPAM Systems’ Executive Vice President & President of EU Operations, and member of the Board of Directors, intends to retire from his operational responsibilities for health related reasons during the first quarter of 2015. During the course of this year, Mr. Robb will transition away from his day-to-day responsibilities but will remain in an advisory role until his actual retirement. Mr. Robb will work with the Chief Executive Officer and senior management team to ensure a smooth transition process prior to his actual retirement. It is expected that Mr. Robb will continue to serve on the Board of Directors of EPAM Systems.

Mr. Robb first became Executive Vice President of Global Operations and a member of the Board of Directors of EPAM Systems in 2004 when EPAM Systems acquired Fathom Technology, a Hungarian software development company he co-founded in 2001.

Mr. Robb stated, “Due to health concerns I sadly need to plan my retirement from my operational role with EPAM. I have enjoyed an immensely rewarding professional and personal experience since joining the company. Over this time period, EPAM has grown from a staff of 600 to over 10,000 today and became a NYSE listed company. Many of these individuals have become not only colleagues, but friends, and I look forward to continuing those relationships, and contributing to the success of EPAM, as a member of the Board.”

Arkadiy Dobkin, CEO and President of EPAM Systems added, “Karl has been a very strong leader and valuable member of the management team at EPAM for the past decade. I am pleased that Karl has agreed to continue serving on the Board, as his years of experience and knowledge have been invaluable to EPAM’s success.”

“On a separate note, I would also like to use the opportunity to re-assure our investment community that the events in the Ukraine have not impacted our performance. Due to the consistent level of clients’ demands, we increased our delivery headcount in the country by over 5% during the first three months of this year and we anticipate our Q1 results to be above the high end of our guidance for that period. We will provide a detailed update during our Q1 earnings call,” concluded Mr. Dobkin.

EPAM Systems is scheduled to report first quarter results on April 30, 2014.

About EPAM Systems

Established in 1993, EPAM Systems, Inc. (NYSE: EPAM), provides complex software engineering solutions through its award-winning Central and Eastern European service delivery platform. Headquartered in the United States, EPAM employs over 10,000 professionals and serves clients worldwide from its locations in the United States, Canada, UK, Switzerland, Germany, Sweden, Netherlands, Singapore, Belarus, Hungary, Russia, Ukraine, Kazakhstan, Poland, Hong Kong and Australia.

EPAM is ranked by Forbes as #6 among America’s 25 Fastest-Growing Tech Companies, and as #2 on the 2013 Forbes list of America’s Best Small Companies: 20 Fast-Growing Tech Stars and is recognized among the leaders in software product development services by Forrester and Zinnov analysts. The company is also included in the top 30 in IAOP’s “The 2013 Global Outsourcing 100” list.

For more information, please visitwww.epam.com.

Forward-Looking Statements

This press release includes statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions and the factors discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. EPAM undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.

Contact:EPAM Systems, Inc.Anthony J. Conte, Chief Financial OfficerPhone: +1-267-759-9000 x64588Fax: +1-267-759-8989E-Mail: investor_relations@epam.com