EXLSERVICE HOLDINGS, INC. (NASDAQ:EXLS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 22, 2017, at the Annual Meeting of Stockholders of
ExlService Holdings, Inc. (the Company), the Companys
stockholders voted on the following items: (1) the election of
three Class II 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 2017; (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 determination, on a non-binding
advisory basis, of how frequently the stockholders should hold
the Say-on-Pay vote.
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 2020 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 | ||||
| David B. Kelso | 30,910,312 | 328,300 | 1,410 | 1,275,083 | ||||
| Som Mittal | 30,835,467 | 403,145 | 1,410 | 1,275,083 | ||||
| Clyde W. Ostler | 30,915,899 | 322,713 | 1,410 | 1,275,083 |
Proposal 2. The proposal to ratify the selection of Ernst
Young LLP as the independent registered public accounting firm of
the Company for fiscal year 2017 was approved. The final results
of the voting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 32,204,631 | 310,435 |
Proposal 3. The Say-on-Pay proposal was approved. The
final results of the voting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 30,753,672 | 482,552 | 3,798 | 1,275,083 |
Proposal 4. The stockholders recommended an annual
frequency for holding the Say-on-Pay vote. The final results of
the voting were as follows:
| 1 year | 2 years | 3 years | Abstain | Broker Non-Votes | ||||
| 26,322,673 | 2,394 | 4,914,855 | 1,275,083 |
In light of the vote on Proposal 4 and the Companys board of
directors recommendation, the Company will hold a Say-on-Pay vote
each year until the next required vote on the frequency of
Say-on-Pay votes.
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.
