UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Grid Dynamics Holdings, Inc. (the “Company”) held on December 23, 2025, the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”) to increase the number of shares of common stock of the Company available for issuance under the 2020 Equity Incentive Plan by 3,500,000 shares. Also, as part of the Plan Amendment, the 2020 Equity Incentive Plan was amended so that it no longer permits the repricing, exchange, certain transfers or cash buyout of equity awards without stockholder approval. The Plan Amendment was previously approved by the board of directors of the Company, subject to stockholder approval.
The Plan Amendment became effective immediately upon stockholder approval at the Annual Meeting. A more complete summary of the terms of the Plan Amendment is set forth in “Proposal No. 4 – Approval of Additional Shares under the 2020 Equity Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 10, 2025 (the “Proxy Statement”), which description and text are incorporated herein by reference.
The above description of the Plan Amendment does not purport to be complete and is qualified in its entirety by the full text of the Plan Amendment, set forth in Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Present at the Annual Meeting in person or by proxy were holders of 77,173,014 shares of the Company’s common stock, representing 91.0% of the voting power of the shares of the Company’s common stock outstanding as of November 4, 2025, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.
Proposal 1: Election of Three Class III Directors to Serve Until the 2028 Annual Meeting of Stockholders:
The Company’s stockholders elected the Company’s nominees for Class III directors to serve on the Company’s board of directors until the Company’s 2028 annual meeting of stockholders.
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
| Eric Benhamou | 41,520,832 | 30,812,944 | 4,839,238 | |||||||||
| Patrick Nicolet | 69,536,832 | 2,796,944 | 4,839,238 | |||||||||
| Weihang Wang | 62,985,417 | 9,348,359 | 4,839,238 | |||||||||
Proposal 2: Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025:
The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2025.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 76,268,902 | 734,221 | 169,891 | — | |||||||||||
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Proposal 3: Advisory Approval of Named Executive Officer Compensation:
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 40,985,429 | 31,195,019 | 153,328 | 4,839,238 | |||||||||||
Proposal 4: Approval of Additional Shares under the 2020 Equity Incentive Plan:
The Company’s stockholders approved an amendment to the 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan by 3,500,000 shares.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 49,384,373 | 22,797,606 | 151,797 | 4,839,238 | |||||||||||
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1 | Amendment to the Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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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 hereunto duly authorized.
Dated: December 23, 2025
| GRID DYNAMICS HOLDINGS, INC. | ||
| By: | /s/ Anil Doradla | |
| Name: | Anil Doradla | |
| Title: | Chief Financial Officer | |
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Exhibit 10.1
AMENDMENT No. 1
TO THE
GRID DYNAMICS HOLDINGS, INC.
2020 EQUITY INCENTIVE PLAN
This Amendment No. 1 (this “Amendment”) to the Grid Dynamics Holdings, Inc. 2020 Equity Incentive Plan (the “Plan”) is made effective as of this 23rd day of December, 2025.
WHEREAS, Grid Dynamics Holdings, Inc. (the “Company”) maintains the Plan;
WHEREAS, pursuant to Section 19 of the Plan, the Company’s board of directors (the “Board”) may amend the Plan; and
WHEREAS, the Board now desires to amend the Plan to increase the maximum number of Shares (as defined in the Plan) available for issuance in connection with the grant of Awards (as defined in the Plan) from 16,300,000 Shares to 19,800,000 Shares, and make certain other changes as further provided herein.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Capitalized Terms. Capitalized terms that are not defined in this Amendment shall have the meanings ascribed thereto in the Plan.
2. Amendments to the Plan.
(a) Section 2(r) of the Plan is hereby amended and restated in its entirety to read as follows:
(r) “Exchange Program” means a program that has been approved by the Company’s stockholders under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is increased or reduced. The Administrator will determine the terms and conditions of any Exchange Program that is presented to the stockholders for their approval.
(b) Section 3(a) of the Plan is hereby amended and restated in its entirety to read as follows:
“Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is equal to 19,800,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.”
3. Ratification and Confirmation. Except as specifically amended by this Amendment, the Plan is hereby ratified and confirmed in all respects and remains valid and in full force and effect.
4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California, without reference to the principles of conflicts of laws thereof.
5. Headings. Section headings are for convenience only and shall not be considered a part of this Amendment.
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Cover |
Dec. 23, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Dec. 23, 2025 |
| Entity File Number | 001-38685 |
| Entity Registrant Name | GRID DYNAMICS HOLDINGS, INC. |
| Entity Central Index Key | 0001743725 |
| Entity Tax Identification Number | 83-0632724 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 5000 Executive Parkway |
| Entity Address, Address Line Two | Suite 520 |
| Entity Address, City or Town | San Ramon |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94583 |
| City Area Code | 650 |
| Local Phone Number | 523-5000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.0001 per share |
| Trading Symbol | GDYN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |