UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2025, at the Annual Meeting of Stockholders of ExlService Holdings, Inc. (the “Company”), the Company’s stockholders approved the 2025 Omnibus Incentive Plan, which, among other things, reserves 6,800,000 shares (subject to adjustment as set forth therein) of the Company’s common stock for grants of a variety of types of awards, including options, stock appreciation rights, restricted stock, restricted stock units (including time-vested or performance-vested), phantom stock awards, stock bonuses and/or cash bonus awards, and sets annual limits on the number of shares and the cash value that may be granted to a participant with respect to certain awards.
The description above is qualified in its entirety by reference to the 2025 Omnibus Incentive Plan filed as Exhibit 10.1 to this Current Report on Form 8-K. For a more complete description, please refer to “Proposal 4 – Approval of the ExlService Holdings, Inc. 2025 Omnibus Incentive 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 17, 2025, at the 2025 Annual Meeting of Stockholders, the Company’s stockholders voted on the following four proposals: (1) the election of seven members of the board of directors of the Company, (2) the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2025 (“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 ExlService Holdings, Inc. 2025 Omnibus Incentive Plan. The results of the voting were as follows:
Proposal 1. Each of the seven 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 2026 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 | 141,707,623 | 2,070,559 | 124,585 | 6,745,298 | ||||||
| Vikram Pandit | 140,222,812 | 3,307,173 | 372,782 | 6,745,298 | ||||||
| Thomas Bartlett | 141,016,216 | 2,796,683 | 89,868 | 6,745,298 | ||||||
| Andreas Fibig | 130,634,243 | 12,993,553 | 274,971 | 6,745,298 | ||||||
| Kristy Pipes | 141,820,523 | 1,993,931 | 88,313 | 6,745,298 | ||||||
| Nitin Sahney | 142,592,911 | 1,219,802 | 90,054 | 6,745,298 | ||||||
| Sarah K. Williamson | 141,732,482 | 1,797,902 | 372,383 | 6,745,298 | ||||||
Proposal 2. Auditor Ratification was approved. The final results of the voting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 150,446,313 | 135,357 | 66,395 | — | |||||||||
Proposal 3. Say-on-Pay was approved. The final results of the voting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 137,444,862 | 5,699,303 | 758,602 | 6,745,298 | |||||||||
Proposal 4. The ExlService Holdings, Inc. 2025 Omnibus Incentive Plan was approved. The final results of the voting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 138,933,877 | 4,507,081 | 461,809 | 6,745,298 | |||||||||
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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Number
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Description
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| 10.1 | ExlService Holdings, Inc. 2025 Omnibus Incentive Plan, effective June 17, 2025 | |
| 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 17, 2025 | By: | /s/ Ajay Ayyappan |
| Name: | Ajay Ayyappan | |
| Title: | Executive Vice President, General Counsel and Secretary | |