Form 8-K

 

 

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 19, 2015

 

 

EXLSERVICE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33089   82-0572194

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(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))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 19, 2015, at the Company’s 2015 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of ExlService Holdings, Inc. (the “Company”) approved the 2015 Amendment and Restatement of the 2006 Omnibus Award Plan (the “2015 Plan”), which amended and restated the 2006 Omnibus Award Plan to, among other things, increase the total number of shares reserved for grants of awards under the 2015 Plan by 1.7 million shares, update the minimum performance periods and change in control definitions and expand the types of potential awards available for issuance.

The description in this Item 5.02 is qualified in its entirety by reference to the 2015 Plan filed as Exhibit 10.1 to this Current Report on Form 8-K. For a more complete description of the 2015 Plan, please refer to “Proposal 4: Approval of the 2015 Amendment and Restatement of the 2006 Omnibus Award 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.

At the Annual Meeting, held on June 19, 2015, the Company’s stockholders voted on the following items: (1) the election of three Class III members of the board of directors of the Company, (2) the ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2015, (3) the approval of the compensation of the named executive officers of the Company and (4) the approval of the 2015 Plan.

Each of the three nominees for election to the board of directors was duly elected to serve as a director until the annual meeting of stockholders in 2018 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      Withhold      Broker Non-Votes  

Deborah Kerr

     29,854,263         321,521         1,973,731   

Dr. Mohanbir Sawhney

     29,773,551         402,233         1,973,731   

Garen K. Staglin

     27,617,790         2,557,994         1,973,731   

The proposal to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2015 was approved. The final results of the voting were as follows:

 

For    Against      Abstain      Broker Non-Vote  

31,945,878

     158,485         45,152         0   

The proposal to approve the compensation of the named executive officers of the Company was approved. The final results of the voting were as follows:

 

For    Against      Abstain      Broker Non-Vote  

29,624,982

     505,209         45,593         1,973,731   


The proposal to approve the 2015 Plan was approved. The final results of the voting were as follows:

 

For   Against     Abstain     Broker Non-Vote  
26,863,048     3,265,182        47,554        1,973,731   

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

 

Exhibit Number

  

Exhibit Description

   Incorporated by Reference    Filed Herewith

10.1

   ExlService Holdings, Inc.       X
   2015 Amendment and Restatement of the 2006 Omnibus Award Plan      


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.

          (Registrant)

Date: June 25, 2015 By: /s/ Nancy Saltzman
Name: Nancy Saltzman
Title: General Counsel and Corporate Secretary


INDEX TO EXHIBITS

 

Exhibit Number

  

Exhibit Description

   Incorporated by Reference    Filed Herewith

10.1

   ExlService Holdings, Inc.       X
   2015 Amendment and Restatement      
   of the 2006 Omnibus Award Plan