Proxy Results, Management Change/Compensation (Form 8-K)

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.

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.