=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): June 13, 2007 EXLSERVICE HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-33089 82-0572194 (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 350 PARK AVENUE NEW YORK, NEW YORK 10022 (Address of principal executive offices) (212) 277-7100 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): |_| Written communications 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 13, 2007, Mr. Rohit Kapoor, who is currently the President of ExlService Holdings, Inc. (the "Company"), took on the additional role of Chief Operating Officer of the Company. Information regarding Mr. Kapoor's business experience and any related person transactions between Mr. Kapoor and the Company can be found in the Company's Definitive Proxy Statement with regard to its 2007 Annual Meeting of Stockholders, which Definitive Proxy Statement was filed with the Securities and Exchange Commission on April 25, 2007. Item 7.01 REGULATION FD DISCLOSURE. On June 18, 2007, the Company issued a press release announcing the results of its 2007 Annual Meeting of Stockholders, which was held on June 13, 2007. A copy of the press release is attached as Exhibit 99.1 hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBIT NO. EXHIBIT ----------- ------- 99.1 Press Release, dated June 18, 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: June 18, 2007 By: /s/ Amit Shashank ----------------------------------- Name: Amit Shashank Title: Vice President, General Counsel and Corporate Secretary
EXHIBIT INDEX EXHIBIT NO. EXHIBIT ----------- ------- 99.1 Press Release, dated June 18, 2007
EXHIBIT 99.1 ------------ [GRAPHIC OMITTED - LOGO] 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 ANNOUNCES RESULTS FROM 2007 ANNUAL MEETING OF STOCKHOLDERS NEW YORK, NY - JUNE 18, 2007 - ExlService Holdings, Inc. ("EXL") (NASDAQ: EXLS) announced results from the Company's 2007 Annual Meeting of Stockholders held on Wednesday, June 13, 2007. All nominees proposed for election as Class I directors of the Company were elected by a majority of shareholders entitled to vote on the matter with a quorum of shareholders present in person or by proxy. The following individuals were elected as Class I directors serving for a three-year term expiring at the Annual Meeting of Stockholders of the Company in 2010: Edward "Ted" V. Dardani and Rohit Kapoor. Ted, Partner of Oak Hill Capital Partners, L.P., has served as a member of the EXL Board of Directors since April 2005. Rohit is a co-founder of EXL and has served as President of EXL since November 2002. Also on the meeting's agenda was a proposal to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2007. This proposal was approved by a majority vote of shareholders entitled to vote on the matter with a quorum of shareholders present in person or by proxy ABOUT EXLSERVICE HOLDINGS, INC.: ExlService Holdings, Inc. (NASDAQ: EXLS), is a recognized provider of offshore solutions including business process outsourcing (BPO), research and analytics and advisory services. It primarily serves the needs of Global 1000 companies in the banking, financial services and insurance sector. EXL is headquartered at 350 Park Avenue, New York, NY. Find additional information about EXL at www.exlservice.com. 1