0001297989 false 0001297989 2020-06-14 2020-06-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 15, 2020

 

 

 

EXLSERVICE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33089   82-0572194

(State or other jurisdiction

of incorporation or organization)

 

(Commission File Number) 

 

(I.R.S. Employer

Identification No.) 

 

   

320 Park Avenue, 29th Floor

New York, New York

 

10022

    (Address of principal executive offices)  

(Zip code)

 

Registrant’s telephone number, including area code: (212) 277-7100

 

NOT APPLICABLE

(Former name or address, if changed since last report)

 

 

 

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 communication 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

¨ 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

 

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, $0.001 par value per share

EXLS

NASDAQ

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 15, 2020, at the Annual Meeting of Stockholders of ExlService Holdings, Inc. (the “Company”), the Company’s stockholders voted on the following items: (1) the election of six members of the Company’s board of directors (the “Board”), (2) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2020, and (3) the approval, on a non-binding advisory basis, of the compensation of the named executive officers of the Company (“Say-on-Pay”).

 

Proposal 1. Each of the six nominees for election to the Board was duly elected to serve as a director for a term of one year, until the 2021 annual meeting of stockholders, or until his or her successor is duly elected and qualified in accordance with the by-laws of the Company. The final results of the voting were as follows:

 

Nominees  For  Against  Abstain  Broker Non-Votes
Rohit Kapoor  30,735,729  361,173  12,023  1,278,181
David B. Kelso  30,168,234  928,684  12,007  1,278,181
Anne Minto  30,908,568  183,029  17,328  1,278,181
Som Mittal  30,938,413  158,539  11,973  1,278,181
Clyde Ostler  30,330,507  766,401  12,017  1,278,181
Jaynie Studenmund  30,684,828  412,088  12,009  1,278,181

 

Proposal 2. The proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2020 was approved. The final results of the voting were as follows:

 

For  Against  Abstain
31,222,775  1,105,086  59,245

 

Proposal 3. The Say-on-Pay proposal was approved. The final results of the voting were as follows:

 

For  Against  Abstain  Broker Non-Votes
30,396,616  697,357  14,952  1,278,181

 

 

 

 

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.

 

 

EXLSERVICE HOLDINGS, INC.

(Registrant)

 

       
Date: June 15, 2020 By:    /s/ Ajay Ayyappan
  Name:   Ajay Ayyappan
  Title:   Senior Vice President,
General Counsel and Secretary

 

 

 

 

 

 

 

 

 

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