UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 16, 2021, at the Annual Meeting of Stockholders of ExlService Holdings, Inc. (the “Company”), the Company’s stockholders voted on the following items: (1) the election of all nine members of the Company’s board of directors (the “Board”), (2) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2021, and (3) the approval, on a non-binding advisory basis, of the compensation of the named executive officers of the Company (“Say-on-Pay”).
Proposal 1. Each of the nine nominees for election to the Board was duly elected to serve as a director for a term of one year, until the 2022 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 | ||||||||||||
| Garen Staglin | 30,046,438 | 741,749 | 11,255 | 1,002,925 | ||||||||||||
| Rohit Kapoor | 30,597,382 | 190,765 | 11,295 | 1,002,925 | ||||||||||||
| Anne Minto | 30,372,268 | 408,569 | 18,605 | 1,002,925 | ||||||||||||
| Som Mittal | 30,376,687 | 411,510 | 11,245 | 1,002,925 | ||||||||||||
| Clyde Ostler | 29,976,629 | 811,558 | 11,255 | 1,002,925 | ||||||||||||
| Vikram Pandit | 30,088,859 | 699,338 | 11,245 | 1,002,925 | ||||||||||||
| Kristy Pipes | 30,208,274 | 579,913 | 11,255 | 1,002,925 | ||||||||||||
| Nitin Sahney | 29,871,708 | 916,489 | 11,245 | 1,002,925 | ||||||||||||
| Jaynie Studenmund | 29,355,402 | 1,432,810 | 11,230 | 1,002,925 | ||||||||||||
Proposal 2. The proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2021 was approved. The final results of the voting were as follows:
| For | Against | Abstain | |||||||
| 30,655,333 | 1,113,813 | 33,221 | |||||||
Proposal 3. The Say-on-Pay proposal was approved. The final results of the voting were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 30,516,208 | 264,056 | 19,178 | 1,002,925 | ||||||||||
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 16, 2021 | By: | /s/ Ajay Ayyappan |
| Name: | Ajay Ayyappan | |
| Title: | Senior Vice President, General Counsel and Secretary | |