EPAM SYSTEMS, INC. (NYSE:EPAM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 13, 2017, the Board of Directors (the “Board”) of EPAM Systems, Inc. (the “Company”) approved and adopted effective as of such date an amendment (the “Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”), amending Section 2.06 of the Bylaws to provide for majority voting in uncontested elections of directors.
A director nominee may be elected only upon the affirmative vote of a majority of the total votes cast, which means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election. Votes cast do not include abstentions or shares as to which a shareholder gives no authority or discretion, including “broker non-votes.” Prior to the adoption of the Amendment, members of the Board were elected by a plurality of votes cast, whether or not the election was contested. The Bylaws will retain plurality voting for contested director elections.
Incumbent directors who fail to receive a majority of votes are required to immediately tender a letter of resignation to the Board. The Nominating and Corporate Governance Committee of the Board (or such other committee designated by the Board) will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Taking into account the recommendation of the Nominating and Corporate Governance Committee, the Board will determine whether to accept or reject any such resignation, or what other action should be taken, and will publicly disclose the Board’s determination, within 90 days from the date of the certification of election results.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, attached hereto as Exhibit 3.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.2. Amended and Restated Bylaws of EPAM Systems, Inc.
EPAM Systems, Inc. ExhibitEX-3.2 2 exhibit_amendedxandxrestat.htm EXHIBIT 3.2 Exhibit AMENDED AND RESTATED BYLAWS OF EPAM SYSTEMS,…To view the full exhibit click here
About EPAM SYSTEMS, INC. (NYSE:EPAM)
EPAM Systems, Inc. (EPAM) is a provider of software engineering solutions and information technology services. The Company’s service offerings include Software Product Development Services, Custom Application Development Services, Application Testing Services, Enterprise Application Platforms, Application Maintenance and Support, and Infrastructure Management Services. The Company offers its solutions and services to industries, such as software and technology, financial services, media and entertainment, travel and hospitality, retail, energy, life sciences, healthcare, telecommunications and government. It provides Software Product Development Services to independent software vendors, and technology companies. It offers Custom Application Development Services to businesses with application development needs. The Company offers Application Testing Services across various technology platforms and industry verticals.