Current Report Filing (8-k)
13 January 2023 - 8:06AM
Edgar (US Regulatory)
false 0001297989 0001297989 2023-01-10 2023-01-10
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): January 10, 2023
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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 12, 2023, ExlService Holdings, Inc. (the “Company”) announced that, on recommendation of the Nominating and Governance Committee (“NGC”) of the Board of Directors of the Company (the “Board”), effective January 10, 2023, the Board has expanded the size of the Board from eight directors to nine directors and elected Andreas Fibig to fill the new director position, to serve until his successor is duly elected and qualified or his earlier death, disability, resignation or removal. Concurrent with his election as director, Mr. Fibig was appointed to the Board’s Audit Committee and the NGC.
Mr. Fibig has been determined to be an independent director under rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing requirements of The Nasdaq Stock Market. There are no arrangements or understandings between Mr. Fibig and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. Fibig that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Mr. Fibig will be compensated for his service as a director consistent with the compensation provided to other non-employee directors as described in the Company’s most recent proxy statement, filed with the SEC on April 28, 2022.
On January 11, 2023, Clyde Ostler, a member of the Board, notified the Board that he has decided not to stand for re-election at the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”), at which time he will retire from the Board and the committees on which he currently serves. Mr. Ostler’s decision not to stand for re-election at the Annual Meeting did not arise from any disagreement with the Company, the Company’s management or the Board on any matters relating to the Company’s operations, policies or practices.
A copy of the press release announcing Mr. Fibig’s appointment is attached hereto as Exhibit 99.1 to this report and is hereby incorporated by reference into this Item 5.02. A copy of the press release announcing Mr. Ostler’s retirement is attached hereto as Exhibit 99.2 to this report and is hereby incorporated by reference into this Item 5.02.
| 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.
|
|
|
|
|
|
|
|
|
|
|
EXLSERVICE HOLDINGS, INC. (Registrant) |
|
|
|
|
| Date: January 12, 2023 |
|
|
|
By: |
|
/s/ Ajay Ayyappan |
|
|
|
|
Name: |
|
Ajay Ayyappan |
|
|
|
|
Title: |
|
Senior Vice President, General Counsel and Secretary |
ExlService (NASDAQ:EXLS)
Historical Stock Chart
From Jul 2024 to Aug 2024
ExlService (NASDAQ:EXLS)
Historical Stock Chart
From Aug 2023 to Aug 2024
