EXLSERVICE HOLDINGS, INC. (NASDAQ:EXLS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 15, 2018, at the Annual Meeting of Stockholders (the “Annual Meeting”) of ExlService Holdings, Inc. (the “Company”), the Company’s stockholders approved the 2018 Omnibus Incentive Plan (the “2018 Plan”), which, among other things, reserves 3,175,000 shares of the Company’s common stock for grants of a variety of types of awards, including options, stock appreciation rights, restricted stock, restricted stock units (time-vested or performance-vested), phantom stock awards, stock bonuses and/or cash bonus awards, and sets annual limits on the number of shares and the cash value that may be granted to a participant with respect to each type of award.
The description in the first paragraph of this Item 5.02 is qualified in its entirety by reference to the 2018 Plan filed as Exhibit 10.1 to this Current Report on Form 8-K. For a more complete description of the 2018 Plan, please refer to “Proposal 4: Approval of the 2018 Omnibus Incentive Plan” in the Company’s proxy statement filed with the Securities and Exchange Commission in connection with the Annual Meeting.
The forms of award agreements to which recipients may be granted awards under the 2018 Plan are filed as Exhibits 10.2, 10.3 and 10.4 to this Current Report on Form 8-K.
Item 5.02. Submission of Matters to a Vote of Security Holders.
On June 15, 2018, at the Annual Meeting, 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 for a term of three years each, (2) the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2018; (3) the approval, on a non-binding advisory basis, of the compensation of the named executive officers of the Company (“Say-on-Pay”); and (4) the approval of the 2018 Plan.
Proposal 1. 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 2021 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 |
| Deborah Kerr | 30,935,715 | 382,046 | 3,471 | 1,647,168 |
| Nitin Sahney | 30,122,323 | 1,197,623 | 1,286 | 1,647,168 |
| Garen Staglin | 30,778,422 | 539,339 | 3,471 | 1,647,168 |
Proposal 2. The proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2018 was approved. The final results of the voting were as follows:
| For | Against | Abstain |
Broker Non-Votes |
| 32,648,765 | 318,869 | — |
Proposal 3. The Say-on-Pay proposal was approved. The final results of the voting were as follows:
| For | Against | Abstain |
Broker Non-Votes |
| 29,625,796 | 1,690,530 | 4,906 | 1,647,168 |
Proposal 4. The proposal to approve the 2018 Plan was approved. The final results of the voting were as follows:
| For | Against | Abstain |
Broker Non-Votes |
| 29,426,295 | 1,894,011 | 1,647,168 |
Item 5.02. Financial Statement and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
ExlService Holdings, Inc. ExhibitEX-10.1 2 tv496784_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 ExlService Holdings,…To view the full exhibit click here
About EXLSERVICE HOLDINGS, INC. (NASDAQ:EXLS)
ExlService Holdings, Inc. is an operations management and analytics company. The Company operates through two segments: Operations Management and Analytics. The Company offers operations management solutions to the insurance, healthcare, banking and financial services, utilities, and travel, transportation and logistics industries. The Company offers analytics solutions for the banking and financial services, healthcare and insurance industries. Its operations management solutions include its delivery model, the Business EXLerator Framework, deployment of Business Process-as-a-Service (BPaaS) delivery model, business process automation (including robotics), consulting-driven transformation and its industry vertical focused approach. It specializes in the areas of claims processing, subrogation, premium and benefit administration, agency management, account reconciliation, policy research, underwriting support, new business processing, policy servicing, premium audit and surveys.
