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 30, 2018

 

 

 

EXLSERVICE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

(State or other jurisdiction

of incorporation)

001-33089

(Commission File Number)

 

82-0572194

(I.R.S. Employer

Identification No.)

  

280 Park Avenue, 38th Floor

New York, New York 10017

(Address of principal executive offices)

  

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 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

 

 

  

 

 

  

ITEM 4.01 Changes in Registrant’s Certifying Accountant

 

The Audit Committee (the “Audit Committee”) of the Board of Directors of ExlService Holdings, Inc. (the “Company”) conducted a competitive process to determine the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2018.

 

Following review of proposals from the independent registered public accounting firms that participated in the process, on January 30, 2018, the Audit Committee approved:

 

(a) the engagement of Deloitte & Touch LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2018, subject to completion of Deloitte’s standard client acceptance procedures and execution of an engagement letter, and

 

(b) the dismissal of Ernst & Young LLP (“EY”) as the Company’s current independent registered public accounting firm following EY’s completion of its audit of the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2017.

 

EY’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2015 and 2016 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2015 and 2016, and the subsequent interim periods through February 5, 2018, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

 

The Company has requested that EY furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements in the immediately preceding paragraph. A copy of EY’s letter, dated February 5, 2018, is filed as Exhibit 16.1 to this Form 8-K.

 

During the fiscal years ended December 31, 2015 and 2016 and the subsequent interim periods through February 5, 2018, neither the Company nor anyone on its behalf has consulted with Deloitte regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

 

Item 9.01    Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit No.   Description
16.1   Letter from Ernst & Young LLP

 

 

 

 

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 thereunto duly authorized.

  

  EXLSERVICE HOLDINGS, INC.
       
Date: February 5, 2018 By: /S/ NANCY SALTZMAN
       
    Name: Nancy Saltzman
       
    Title: Executive Vice President, General Counsel and Secretary

  

 

 

 

Exhibit Index

  

Exhibit No.   Description
16.1   Letter from Ernst & Young LLP