8-K
ExlService Holdings, Inc. (EXLS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of theSecurities 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<br>or other jurisdiction<br><br><br><br>of incorporation<br>or organization) | (Commission<br> File Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 320 Park Avenue, 29th Floor<br><br><br><br>NewYork**, 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<br>transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the<br>Exchange Act | |
| Securities registered pursuant to Section 12(b) of the Act: | ||
| --- | --- | --- |
| Title of each class | Trading Symbol(s) | Name of each exchange on whichregistered |
| 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.<br><br> <br>(Registrant) | ||
|---|---|---|
| Date: June 15, 2020 | By: | /s/ Ajay Ayyappan |
| Name: | Ajay Ayyappan | |
| Title: | Senior Vice President, <br><br>General Counsel and Secretary |