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): ~~April 29~~ June 17, 2025

_________________________________________________________

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.)

Delaware		001-33089		82-0572194
	320 Park Avenue, 29th Floor, New York, New York		10022
(State or other jurisdictionof incorporation or organization)		(Commission File Number)		(I.R.S. EmployerIdentification No.)
	(Address of principal executive offices)		(Zip code)

320 Park Avenue,	29th Floor,	10022
New York,	New York	(Zip code)
(Address of principal executive offices)

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) ¨ 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))

☐ 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))

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
¨	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
¨	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	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~
Common Stock, $0.001 par value per share	EXLS	NASDAQ	~~EXLS~~	~~The Nasdaq Stock Market LLC~~

Item 25.02. ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April 29~~June 17, 2025, ~~ExlService~~at the Annual Meeting of Stockholders of ExlService Holdings, Inc. (the “Company”), ~~reported~~the ~~its~~Company’s ~~results~~stockholders ofapproved ~~operations~~the ~~for~~2025 ~~the~~Omnibus ~~three~~Incentive ~~months~~Plan, ~~ended~~which, ~~March 31~~among other things, ~~2025. A~~reserves ~~copy~~6,800,000 shares (subject to adjustment as set forth therein) of the ~~press~~Company’s ~~release~~common ~~issued~~stock byfor grants of a variety of types of awards, including options, stock appreciation rights, restricted stock, restricted stock units (including time-vested or performance-vested), phantom stock awards, stock bonuses and/or cash bonus awards, and sets annual limits on the ~~Company~~number ~~concerning~~of shares and the ~~foregoing~~cash isvalue ~~furnished~~that ~~herewith~~may be asgranted ~~Exhibit~~to ~~99.1~~a ~~and~~participant iswith ~~incorporated~~respect ~~herein~~to bycertain ~~reference~~awards.

The ~~information~~description ~~provided~~above is qualified in ~~Item 2.02~~its ofentirety ~~this~~by ~~report,~~reference ~~including~~to the 2025 Omnibus Incentive Plan filed as Exhibit 9910.1, ~~shall~~to ~~not~~this beCurrent ~~deemed~~Report toon beForm 8-K. For a more complete description, please refer to “~~filed”~~Proposal ~~for~~4 ~~purposes~~– Approval of ~~Section 18~~the ofExlService Holdings, Inc. 2025 Omnibus Incentive Plan” in the Company’s proxy statement filed with the Securities and Exchange ~~Act~~Commission ofin ~~1934,~~connection aswith ~~amended~~the Annual Meeting.

Item 95.~~01 Financial~~07. ~~Statements~~Submission ~~and~~of ~~Exhibits~~Matters to a Vote of Security Holders.

On June 17, 2025, at the 2025 Annual Meeting of Stockholders, the Company’s stockholders voted on the following four proposals: (d1) ~~Exhibits~~ the election of seven members of the board of directors of the Company, (2) the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2025 (“Auditor Ratification”), (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 ExlService Holdings, Inc. 2025 Omnibus Incentive Plan. The results of the voting were as follows:

Exhibit No.

Description

99.1

Press Release, dated April 29, 2025 (furnished pursuant to Item 2.02).

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

Proposal 1. Each of the seven nominees for election to the Company’s board of directors was duly elected to serve as a director for a term of one year, until the 2026 annual meeting of stockholders, 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:

SIGNATURES

Nominees	For		Against		Abstain		Broker Non-Votes
Rohit Kapoor		141,707,623		2,070,559		124,585		6,745,298
Vikram Pandit		140,222,812		3,307,173		372,782		6,745,298
Thomas Bartlett		141,016,216		2,796,683		89,868		6,745,298
Andreas Fibig		130,634,243		12,993,553		274,971		6,745,298
Kristy Pipes		141,820,523		1,993,931		88,313		6,745,298
Nitin Sahney		142,592,911		1,219,802		90,054		6,745,298
Sarah K. Williamson		141,732,482		1,797,902		372,383		6,745,298

~~Pursuant~~Proposal to2. ~~the~~Auditor ~~requirements~~Ratification ofwas ~~the~~approved. The ~~Securities~~final ~~Exchange~~results ~~Act~~ of ~~1934,~~ the ~~registrant~~voting ~~has~~were ~~duly~~as ~~caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~follows:

EXLSERVICE HOLDINGS, INC.(Registrant)

For

Against

Abstain

Broker Non-Votes

April 29, 2025

By:

/s/ Maurizio Nicolelli

150,446,313

135,357

66,395

—

Name:

Maurizio Nicolelli

Title:

Chief Financial Officer

Proposal 3. Say-on-Pay was approved. The final results of the voting were as follows:

For		Against				Abstain				Broker Non-Votes
137,444,862			5,699,303				758,602				6,745,298

Proposal 4. The ExlService Holdings, Inc. 2025 Omnibus Incentive Plan was approved. The final results of the voting were as follows:

For		Against				Abstain				Broker Non-Votes
138,933,877			4,507,081				461,809				6,745,298

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Number

Description

10.1

ExlService Holdings, Inc. 2025 Omnibus Incentive Plan, effective June 17, 2025

104

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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: June 17, 2025	By:	/s/ Ajay Ayyappan
	Name:	Ajay Ayyappan
	Title:	Executive Vice President, General Counsel and Secretary

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