EPAM Systems, Inc. | Right of Shareholders to Call Special Meetings at EPAM Systems, Inc.

Status
Filed
Previous AGM date
Resolution details
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting.
Supporting statement
There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting. This proposal topic received between 51% and 72% support each in 2024 at Jabil, Warner Brothers Discovery, ANSYS, Vertex Pharmaceuticals and DexCom. To guard against the EPAM Systems Board of Directors and management becoming complacent EPAM shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when EPAM underperforms. If EPAM directors and management know that EPAM shareholders can call a special shareholder meeting they will be incentivized to perform better. Now could be a ripe time for this proposal since EPAM stock was at $725 in 2021 and fell to only $145 in late 2025 despite a robust stock market. Plus challenging news reports regarding EPAM emerged in 2025. EPAM provided a weaker-than-expected profitability outlook for 2025. EPAM issued guidance that disappointed analysts and shareholders. This was attributed to recent acquisitions, a challenged pricing environment, and investments in new technologies. EPAM projected a decline in profitability, with an adjusted operating margin expected to drop from 16% in 2024 to between 14% and 15% in 2025. EPAM margins have been compressed by acquisitions of lower-margin businesses and industry-wide pricing pressures due to a cautious macroeconomic environment. A February 2025 Morningstar report described EPAM's outlook as "disappointing" and stated that even after a significant stock sell-off, the shares were still overvalued. EPAM stock experienced a notable decline in 2025. By September its stock price was down 32% for the year and 40% below its 52-week high. The drop was attributed to disappointing guidance issued early in the year, analyst concerns, including a price target reduction from a major investment bank and external threats, such as shareholder apprehension over a HIRE Act that could negatively impact IT service providers relying on outsourcing. In October 2025, Simply Wall St. highlighting a significant stock sale by an EPAM insider. Such sales are viewed as a negative sign by shareholders, as it can suggest that a significant insider believes the stock is overvalued.

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