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): June 6, 2016

EPIQ SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

501 Kansas Avenue

Kansas City, Kansas 66105

(Address of principal executive offices, including zip code)

(913) 621-9500

(Registrant’s telephone number, including area code)

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):

Item 1.01. Entry into a Material Definitive Agreement.

On June 6, 2016, Epiq Systems, Inc. (the “Company”) entered into a Director Nomination Agreement (the “Agreement”) with St. Dennis J. Villere & Company, L.L.C. and the other Villere Principals party thereto (collectively “Villere”) and Jeffrey Galgano, Barry LeBlanc and Gregory Share (each, a “Villere Designee” and together the “Villere Designees”). The Agreement provides, among other things, that:

The Villere Designees have signed irrevocable resignations which were submitted to the Board in connection with their appointments, which for each Villere Designee will become effective if Villere ceases to beneficially own at least 7.0% of the Company’s outstanding Common Stock.

The Company has agreed to reimburse Villere’s documented out-of-pocket expenses in connection with the Litigation incurred prior to the execution of the Agreement in an amount equal to $3,550,000. The Company filed an insurance claim relative to the Litigation and the settlement thereof.

A copy of the Agreement is filed as Exhibit 10.1 hereto, and the description above is qualified in its entirety by the full text of the Agreement.

On June 7, 2016, the Company and Villere issued a joint press release relating to the Agreement and the dismissal of the Litigation. This press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

To the extent required by Item 5.02 of Form 8-K, the disclosures included under Item 1.01 of this Current Report are incorporated by reference into this Item 5.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 6, 2016, the Board amended and restated the Company’s existing Amended and Restated Bylaws dated April 23, 2015 (such new bylaws, the “New Bylaws”). The New Bylaws became effective immediately upon the Board’s approval. The New Bylaws were revised to (i) remove the requirement that a nominating shareholder must have owned at least five percent (5%) of the Company’s outstanding Common Stock for at least twenty-four months prior to nominating persons for election to the Board in Section 2.3 (Nomination of Directors and Presentation of Business at Shareholder Meetings), (ii) remove in its entirety Section 7.7 (Exclusive Forum) of the Company’s bylaws and (iii) amend the timing of the Annual Meeting in Section 2.1 (Annual Meeting).

The foregoing description of the New Bylaws is qualified in its entirety by reference to the full text of the New Bylaws, a copy of which is filed as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished as part of this report:

SIGNATURES

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.

EXHIBIT INDEX