Current Report Filing (8-k)
22 June 2022 - 9:00PM
Edgar (US Regulatory)
false 0001297989 0001297989 2022-06-21 2022-06-21
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 21, 2022
EXLSERVICE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-33089 |
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82-0572194 |
| (State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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| 320 Park Avenue, 29th Floor, |
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| New York, New York |
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10022 |
| (Address of principal executive offices) |
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(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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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)
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Emerging growth company |
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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:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, $0.001 par value per share |
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EXLS |
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NASDAQ |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 21, 2022, at the Annual Meeting of Stockholders (the “Annual Meeting”) of ExlService Holdings, Inc. (the “Company”), the Company’s stockholders approved the 2022 Employee Stock Purchase Plan (the “2022 Plan”). The 2022 Plan was previously approved, subject to stockholder approval, by the board of directors (the “Board”) of the Company on April 13, 2022.
The description in the first paragraph of this Item 5.02 is qualified in its entirety by reference to the 2022 Plan filed as Exhibit 10.1 to this Current Report on Form 8-K. For a more complete description of the 2022 Plan, please refer to “Proposal 2 — Approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan” in the Company’s proxy statement filed with the Securities and Exchange Commission in connection with the Annual Meeting.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 21, 2022, at the Annual Meeting, the Company’s stockholders voted on the following items: (1) the election of all eight members of the Board, (2) the approval of the 2022 Plan, (3) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2022, and (4) 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 eight nominees for election to the Board was duly elected to serve as a director for a term of one year, until the 2023 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:
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| Nominees |
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For |
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Against |
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Abstain |
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Broker
Non-Votes |
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| Vikram Pandit |
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30,529,193 |
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155,150 |
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16,223 |
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1,111,301 |
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| Rohit Kapoor |
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30,549,504 |
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135,005 |
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16,057 |
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1,111,301 |
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| Anne Minto |
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30,529,306 |
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155,326 |
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15,934 |
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1,111,301 |
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| Som Mittal |
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30,529,155 |
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155,355 |
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16,056 |
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1,111,301 |
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| Clyde Ostler |
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30,088,853 |
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595,537 |
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16,176 |
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1,111,301 |
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| Kristy Pipes |
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30,550,893 |
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133,776 |
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15,897 |
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1,111,301 |
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| Nitin Sahney |
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30,510,212 |
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174,103 |
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16,251 |
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1,111,301 |
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| Jaynie Studenmund |
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30,546,496 |
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138,224 |
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15,846 |
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1,111,301 |
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Proposal 2. The proposal to approve the 2022 Plan was approved. The final results of the voting were as follows:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 30,673,880 |
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14,302 |
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12,384 |
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1,111,301 |
Proposal 3. The proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2022 was approved. The final results of the voting were as follows:
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| For |
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Against |
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Abstain |
| 31,701,214 |
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48,788 |
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61,865 |
Proposal 4. The Say-on-Pay proposal was approved. The final results of the voting were as follows:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 30,424,487 |
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258,647 |
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17,432 |
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1,111,301 |
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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.
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EXLSERVICE HOLDINGS, INC. (Registrant) |
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| Date: June 22, 2022 |
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By: |
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/s/ Ajay Ayyappan |
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Name: |
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Ajay Ayyappan |
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Title: |
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Senior Vice President, General Counsel and Secretary |
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