ExlService Holdings, Inc. 8-K

What Happened
On June 16, 2026 ExlService Holdings, Inc. announced the results of its 2026 Annual Meeting of Stockholders. Stockholders elected all seven director nominees to one‑year terms (until the 2027 annual meeting), ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026, and approved, on a non‑binding advisory basis, the compensation of the company’s named executive officers (Say‑on‑Pay).

Key Details

• Directors elected (votes For / Against / Abstain / Broker Non‑Votes):
  • Rohit Kapoor: 120,399,184 / 1,130,533 / 99,183 / 11,310,215
  • Vikram Pandit: 119,386,433 / 1,991,674 / 250,793 / 11,310,215
  • Thomas Bartlett: 120,700,102 / 846,499 / 82,299 / 11,310,215
  • Andreas Fibig: 105,034,417 / 16,507,747 / 86,736 / 11,310,215
  • Pat Geraghty: 120,877,294 / 668,118 / 83,488 / 11,310,215
  • Kristy Pipes: 120,660,207 / 886,991 / 81,702 / 11,310,215
  • Sarah K. Williamson: 120,237,881 / 1,141,983 / 249,036 / 11,310,215
• Auditor ratification (Proposal 2): Deloitte & Touche LLP approved — For: 132,297,064; Against: 587,000; Abstain: 55,051.
• Say‑on‑Pay (Proposal 3): Advisory approval — For: 115,764,818; Against: 5,557,651; Abstain: 306,431; Broker Non‑Votes: 11,310,215.

Why It Matters

• Board continuity: All seven directors were re‑elected to serve through the 2027 annual meeting, confirming the board’s composition and governance direction for the coming year.
• Audit continuity: Stockholder ratification of Deloitte & Touche LLP secures the company’s independent auditor for fiscal 2026, which matters for audit consistency and financial reporting.
• Executive pay endorsement: The non‑binding Say‑on‑Pay passed by a large margin, indicating shareholder support for the company’s executive compensation approach; as advisory, the board may consider results in future pay decisions.