UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 21, 2024, following stockholder approval at the Annual Meeting of Stockholders (the “Annual Meeting”) of ExlService Holdings, Inc. (the “Company”), the Company filed with the Secretary of State of the State of Delaware the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Fourth A&R Charter”), effective upon filing, to reflect new Delaware law provisions regarding officer exculpation and to effect certain other changes, as described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2024. The foregoing description of the Fourth A&R Charter does not purport to be complete and is qualified in its entirety by reference to the text of the Fourth A&R Charter, which is included as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 20, 2024, at the Annual Meeting, the Company’s stockholders voted on the following four proposals: (1) the election of all eight members of the Company’s board of directors, (2) the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2024 (“Auditor Ratification”), (3) the approval, on a non-binding advisory basis, of the compensation of the named executive officers of the Company (“Say-on-Pay”), and (4) the approval of the Fourth A&R Charter. The results of the voting were as follows:
Proposal 1. Each of the eight nominees for election to the Company’s board of directors was duly elected to serve as a director for a term of one year, until the 2025 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 | 146,430,696 | 1,557,250 | 102,344 | 7,427,589 | ||||
| Vikram Pandit | 146,474,191 | 1,512,495 | 103,604 | 7,427,589 | ||||
| Thomas Bartlett | 147,845,645 | 140,570 | 104,075 | 7,427,589 | ||||
| Andreas Fibig | 146,659,462 | 1,326,223 | 104,605 | 7,427,589 | ||||
| Kristy Pipes | 139,877,921 | 8,108,306 | 104,063 | 7,427,589 | ||||
| Nitin Sahney | 134,060,619 | 13,925,555 | 104,116 | 7,427,589 | ||||
| Jaynie Studenmund | 146,397,775 | 1,588,343 | 104,172 | 7,427,589 | ||||
| Sarah Keohane Williamson | 145,894,152 | 2,092,068 | 104,070 | 7,427,589 |
Proposal 2. Auditor Ratification was approved. The final results of the voting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 154,814,384 | 311,039 | 392,456 | — |
Proposal 3. Say-on-Pay was approved. The final results of the voting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 144,709,416 | 2,296,814 | 1,084,060 | 7,427,589 |
Proposal 4. The Fourth A&R Charter was approved. The final results of the voting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 128,875,330 | 18,794,969 | 419,991 | 7,427,589 |
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
| Number | Description |
| 3.1 | Fourth Amended and Restated Certificate of Incorporation of ExlService Holdings, Inc., effective June 21, 2024 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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 25, 2024 | By: | /s/ Ajay Ayyappan |
| Name: | Ajay Ayyappan | |
| Title: | Executive Vice President, General Counsel and Secretary | |