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): December 6, 2007
EXLSERVICE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 001-33089 82-0572194
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
350 PARK AVENUE
NEW YORK, NEW YORK 10022
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(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 277-7100
NOT APPLICABLE
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(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 December 6, 2007, the Board of Directors (the "Board") of
ExlService Holdings, Inc. (the "Company") appointed Clyde W. Ostler as a member
of the Board, effective immediately. The Board determined that Mr. Ostler
satisfies the requirements pertaining to director independence under the
provisions of the Sarbanes-Oxley Act of 2002 and the Marketplace Rules of the
Nasdaq Global Select Market.
Mr. Ostler was also appointed to serve on the Company's Compensation
Committee in replacement of David B. Kelso and on the Company's Audit Committee
in replacement of Garen Staglin. The Board determined that Mr. Ostler satisfies
the requirements pertaining to director independence under the provisions of
the Sarbanes Oxley Act of 2002 and the Marketplace Rules of the Nasdaq Global
Select Market applicable to Audit Committee members. In addition, the Board
determined that he satisfies the Nasdaq requirements of not having participated
in the preparation of the financial statements of the Company or any current
subsidiary of the Company at any time during the prior three years, and being
able to read and understand fundamental financial statements, including a
company's balance sheet, income statement, and cash flow statement and that he
also satisfies the Nasdaq experience requirements. Further, the Board
determined that Mr. Ostler also qualifies as an audit committee financial
expert (as defined in Item 401(h) of Regulation S-K).
In connection with his election, on December 6, 2007, we granted Mr.
Ostler an option to buy 30,000 shares of our common stock with an exercise
price of $23.865 per share under our 2006 Omnibus Award Plan. The option will
become vested and exercisable ratably over four years, on each of the first,
second, third and fourth anniversaries of the date of grant. The option will
expire 10 years after the date of grant. If Mr. Ostler's service with us
terminates for any reason, he will have up to the earlier of (i) 90 days
following his termination of service and (ii) the expiration of the option to
exercise the portion of the option, if any, that was already vested and
exercisable on the date of his termination of service.
On December 10, 2007, the Company issued a press release with regard
to the appointment of Mr. Ostler to the Board. A copy of that press release is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS
99.1 Press Release, dated December 10, 2007
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: December 12, 2007 By: /S/ AMIT SHASHANK
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Name: Amit Shashank
Title: Vice President, General Counsel and
Corporate Secretary
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release dated December 10, 2007.
EXHIBIT 99.1
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EXL
SERVICE
global solutions
value delivered
350 Park Avenue
New York, NY 10022
FOR IMMEDIATE RELEASE
Contact: Jarrod Yahes PRESS: Kerry Kelly-Guiliano
Head of Investor Relations Financial Dynamics
ExlService Holdings, Inc. (617) 747-3603
(212) 277-7109 kerry.guiliano@fd.com
ir@exlservice.com
EXL NAMES CLYDE OSTLER TO BOARD OF DIRECTORS
New York, NY - December 10, 2007 - ExlService Holdings, Inc. (NASDAQ: EXLS), a
recognized business solutions provider, today announced the appointment of
Clyde W. Ostler to its Board of Directors.
Clyde W. Ostler, 60, will join EXL's Board of Directors as an independent
director and will also serve on the Audit Committee and Compensation Committee
of the Board of Directors. Mr. Ostler will replace Mr. Garen K. Staglin as a
"financial expert" on the Audit Committee and he will also replace Mr. David B.
Kelso on the Compensation Committee. Messrs. Staglin and Kelso will continue to
serve on the other Committees of which they were members.
Mr. Ostler currently serves as Group Executive Vice President of Wells Fargo &
Company where he is responsible for the Wealth Management Group and the
Internet Services Group. Mr. Ostler joined Wells Fargo & Company in 1971 and
has served in numerous roles during his tenure including General Auditor,
Executive Vice President & Chief Financial Officer, and Vice Chairman in the
Office of the President.
"I am excited to be joining a recognized leader in providing business solutions
to winning multinational corporations, especially in the increasingly important
area of global outsourcing and transformation of key business processes,"
commented Mr. Ostler.
Steven B. Gruber, Chairman of the Board of EXL, commented: "We are looking
forward to having Clyde join EXL's Board of Directors. Clyde's significant
experience and recognized industry leadership in financial services will
complement our existing board of directors and will be a tremendous asset to
EXL."
Vikram Talwar, CEO and Vice-Chairman of EXL, commented: "As a senior leader at
one of the most successful global banking institutions, Clyde will serve as
invaluable counsel to EXL management as we continue to execute on our ambitious
growth plans."
Commenting on Mr. Ostler's appointment, Rohit Kapoor, President and Chief
Operating Officer of EXL stated that "We are delighted that Clyde has decided
to join our board and further strengthen our corporate governance structure. We
look forward to leveraging Clyde's vast experience in Corporate Finance that
would guide us in our strategic initiatives."
ABOUT EXLSERVICE HOLDINGS, INC.
EXLSERVICE HOLDINGS, INC. (NASDAQ: EXLS) IS A RECOGNIZED BUSINESS SOLUTIONS
PROVIDER. EXL'S OFFERINGS PROVIDE A COMPETITIVE EDGE TO ITS CLIENTS BY
TRANSFORMING AND OUTSOURCING BUSINESS PROCESSES. TRANSFORMATION SERVICES ENABLE
CONTINUOUS IMPROVEMENT OF CLIENT PROCESSES BY BRINGING TOGETHER EXL'S
CAPABILITIES IN REENGINEERING INCLUDING SIX SIGMA PROCESS IMPROVEMENT, RESEARCH
& ANALYTICS, AND RISK ADVISORY SERVICES. EXL'S OUTSOURCING SERVICES INCLUDE A
FULL SPECTRUM OF BUSINESS PROCESS SERVICES FROM OFFSHORE DELIVERY CENTERS
REQUIRING ONGOING PROCESS MANAGEMENT SKILLS. HEADQUARTERED IN NEW YORK, EXL
PRIMARILY SERVES THE NEEDS OF GLOBAL 1000 COMPANIES IN THE BANKING, FINANCIAL
SERVICES, INSURANCE, UTILITIES, HEALTHCARE, TELECOMMUNICATIONS AND
TRANSPORTATION SECTORS. FIND ADDITIONAL INFORMATION ABOUT EXL AT
WWW.EXLSERVICE.COM.