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): March 28, 2024
EXLSERVICE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-33089 | | 82-0572194 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | 320 Park Avenue, 29th Floor, New York, New York | | 10022 |
| | | (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (212) 277-7100
NOT APPLICABLE
(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 filing 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) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
| ¨ | Emerging growth company |
| | |
| ¨ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act |
| Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value per share | EXLS | NASDAQ |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2024, the board of directors (the “Board”) of ExlService Holdings, Inc. (the “Company”) appointed each of Vikas Bhalla and Vivek Jetley, who are currently Executive Vice President and Head of Insurance and Executive Vice President and Head of Analytics, respectively, as President of EXL in addition to their current business head roles, effective April 1, 2024. Information regarding the business experience of Mr. Bhalla and Mr. Jetley can be found in the Company’s most recent Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2023.
Item 8.01. Other Events.
On April 3, 2024, the Company announced the Board’s appointment of Rohit Kapoor as Board Chair, in addition to his role as Chief Executive Officer, effective April 1, 2024. Mr. Kapoor has served as CEO since 2008 and Vice Chair of the Company since 2012. Vikram Pandit, who has served as a director since 2018 and Chair of the Company since 2022, will transition to Lead Director with the roles and responsibilities set forth under the Company’s Sixth Amended and Restated By-Laws and Corporate Governance Guidelines.
A copy of the press release announcing the leadership changes described in Item 5.02 and in this Item 8.01 is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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: April 3, 2024 | By: | /s/ Ajay Ayyappan |
| | Name: | Ajay Ayyappan |
| | Title: | Executive Vice President,
General Counsel and Corporate Secretary |
