SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 22, 2018
EPAM SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
41 University Drive,
(Address of principal executive offices)
Registrant’s telephone number, including area code: 267-759-9000
(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 (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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On September 22, 2018, the Board of Directors (the “Board”) of EPAM Systems, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Ms. Helen Shan to serve on the Board as an independent director and a member of the Audit Committee.
There is no arrangement or understanding between Ms. Shan and any other persons pursuant to which Ms. Shan was selected as a director. There are no transactions to which the Company or any of its subsidiaries is a party and in which Ms. Shan has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Shan’s compensation for service as a director will be consistent with that of the Company’s other non-employee directors, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
Item 9.01. Financial Statements and Exhibits.
99.1 Press release dated September 24, 2018.
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.
Date: September 24, 2018
/s/ Kate Pytlewski
Interim General Counsel and Corporate Secretary
INDEX TO EXHIBITS
41 University Drive, Suite 202
Newtown, PA 18940
CONTACT: Danielle Ruess-Saltz
HELEN SHAN JOINS EPAM’S BOARD OF DIRECTORS
NEWTOWN, PA — September 24, 2018 — EPAM Systems, Inc. (NYSE:EPAM), a leading global provider of digital platform engineering and software development services, today announced the appointment of Helen Shan to its Board of Directors and Audit Committee. With over 25 years of experience in business and financial services, Ms. Shan has held key executive roles in strategy, corporate development, finance, treasury, and investment banking and is currently the Chief Financial Officer for FactSet Research Systems, Inc. (NYSE:FDS) (NASDAQ:FDS).
“We look forward to the value Helen’s wide range of strategic financial and operational experience will bring to our Board,” said Arkadiy Dobkin, EPAM Chairman of the Board and Chief Executive Officer. “Helen’s risk management experience and financial acumen will help us as we continue to grow our business at an accelerated pace.”
“EPAM is a global market leader in the technology services industry with significant growth opportunities
and I’m excited to join the company’s Board of Directors,” said Ms. Shan. “I look forward to working with the management team to contribute to the company’s continued success and deliver value to EPAM’s shareholders.”
Prior to FactSet, Ms. Shan served as Chief Financial Officer of Mercer, a leading global professional services firm that helps organizations meet the needs of a changing workforce. Prior to that, she served as the Vice President, Treasurer, of Marsh & McLennan Companies, with oversight of the firm’s global treasury operations. Ms. Shan also held senior roles at Pitney Bowes and JPMorgan Securities. She is a member of the Johnson Advisory Council for the S.C. Johnson College of Business, the graduate management school of Cornell University. Ms. Shan received an MBA from Cornell University, S.C. Johnson Graduate School of Management and a BAS/BS in Systems Engineering/Finance from the University of Pennsylvania.
About EPAM Systems
Since 1993, EPAM Systems, Inc. (NYSE: EPAM) has leveraged its software engineering expertise to become a leading global product development, digital platform engineering, and top digital and product design agency. Through its ‘Engineering DNA’ and innovative strategy, consulting, and design capabilities, EPAM works in collaboration with its customers to deliver next-gen solutions that turn complex business challenges into real business outcomes. EPAM’s global teams serve customers in over 25 countries across North America, Europe, Asia and Australia. EPAM is a recognized market leader in multiple categories among top global independent research agencies, and was one of only four technology companies to appear on each of the Forbes 25 Fastest Growing Public Tech Companies lists between 2013 and 2017. Learn more at http://www.epam.com/ and follow us on Twitter @EPAMSYSTEMS and LinkedIn.
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 the Company’s 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.