UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): January 12, 2025
 
GRID DYNAMICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-38685
 
83-0632724
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)
 
5000 Executive Parkway,, Suite 520
San Ramon, CA 94583
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (650) 523-5000

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:
 
☐
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)) Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
 
GDYN
 
NASDAQ
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On January 12, 2025, the Board of Directors (the “Board”) of Grid Dynamics Holdings, Inc. (the “Company”), upon recommendation of the Board’s Compensation Committee, approved the following changes to the Company’s Outside Director Compensation Policy (as so updated, the “Policy”):

•
increased the annual restricted stock unit (“RSU”) award to the non-executive Chairman of the Board from $20,000 to $30,000;
•
added annual RSU awards in the amount of $40,000 for the chairs of each Board committee; and
•
added annual RSU awards in the amount of $30,000 for the members of each Board committee (who are not receiving the above RSU award as chair of the committee).

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Policy. A copy of the Policy is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.
 
Exhibit Number
 
Description
10.1
 
Outside Director Compensation Policy
     
104
  
Cover Page Interactive Data File (formatted as Inline XBRL)
 



 
 


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: January 13, 2025
 
 
GRID DYNAMICS HOLDINGS, INC.
 
 
 
 
 
By:
/s/ Anil Doradla
 
Name:
 Anil Doradla
 
Title:
Chief Financial Officer