epam-20230331


EPAM SYSTEMS, INC.
(Exact name of registrant as specified in its charter)


Delaware	1-35418	22-3536104
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

41 University Drive	Suite 202	18940
Newtown	Pennsylvania
(Address of principal executive offices)		(Zip Code)

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 (see General Instruction A.2. below):


			☐			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))


Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
Common Stock, par value $0.001 per share	EPAM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Effective March 31, 2023, the Board of Directors of EPAM Systems, Inc. (the “Company”) approved a grant of restricted stock units valued at $3,000,000 (the “RSU Grant”) under the EPAM Systems, Inc. 2015 Long Term Incentive Plan to Jason Peterson, the Company’s Senior Vice President, Chief Financial Officer, and Treasurer. The Board of Directors approved the grant to provide Mr. Peterson with a significant incremental long-term incentive to retain him as an executive of the Company.

The RSU Grant was made under the terms of the Restricted Stock Unit Award Agreement (the “RSU Agreement”) dated March 31, 2023 between the Company and Mr. Peterson. The RSU Grant will vest in equal portions on March 15, 2024, 2025, and 2026 (each, a "Vesting Date"), subject to Mr. Peterson’s continuous employment with the Company through each Vesting Date. The RSUs are subject to forfeiture to the extent unvested if Mr. Peterson’s employment with the Company is terminated (except for (i) death or disability, and (ii) retirement, after Mr. Peterson meets age and service requirements).

The foregoing description of the RSU Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

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 hereunto duly authorized.


			By:			/s/ Edward F. Rockwell
			Name:			Edward F. Rockwell
			Title:			SVP, General Counsel and Corporate Secretary


Not Applicable
(Former name or former address, if changed since last report)