--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-171321" form_type: "8-K" ticker: "EXLS" cik: "0001297989" company_name: "ExlService Holdings, Inc." filed_at: "2023-06-21T23:59:59+00:00" generated_at: "2026-06-13T19:45:29.708205+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # EXL appoints Sarah Williamson to board; shareholders approve 5-for-1 stock split, director removal amendment ## Summary - Sarah Williamson (CEO of FCLTGlobal) added to EXL board as independent director, effective June 20, 2023. - Shareholders approved a 5-for-1 forward stock split; company will determine timing later. - Shareholders approved amendment to allow director removal with or without cause by majority vote. - Board adopted bylaw amendments: exclusive forum in Delaware Chancery Court and gender-neutral language. - All seven director nominees re-elected; say-on-pay and auditor ratification approved. ## SEC filing metadata - accession: 0001193125-23-171321 - form_type: 8-K - ticker: EXLS - cik: 0001297989 - company_name: ExlService Holdings, Inc. - filed_at: 2023-06-21T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1297989/000119312523171321/0001193125-23-171321-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1297989/000119312523171321/d523950d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-171321 - JSON: https://secwatch.observer/filing/0001193125-23-171321.json - Plain text: https://secwatch.observer/filing/0001193125-23-171321.txt ## Key facts - Executive change Sarah Williamson was elected as Director at ExlService Holdings, Inc.. - Action: elected - Role: Director source text: the Board expanded its size from seven directors to eight directors, and elected Sarah Williamson to fill the new director position, to serve until her successor is duly elected and qualified or her earlier death, resignation, disqualification or removal. evidence_url: https://www.sec.gov/Archives/edgar/data/1297989/000119312523171321/0001193125-23-171321-index.htm - Governance Changes ExlService Holdings, Inc.: Adopted Sixth Amended and Restated By-laws with amendments including director removal with or without cause, exclusive forum provision, and gender-neutral language (effective 2023-06-20). - Change: bylaw amendment - Effective: 2023-06-20 source text: On and effective as of June 20, 2023, the Board, in accordance with Section 7.7 of the Company’s Fifth Amended and Restated By-laws (the “ Existing By-laws ”), adopted the Sixth Amended and Restated By-laws of ExlService Holdings, Inc. (the “ Sixth Amended and Restated By-laws ”), which reflect the following amendments to the Existing By-laws: (1) to allow for the removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of the Company’s common stock, in order to align with the stockholder approval of the amendment of a similar provision in the Company’s Amended and Restated Certificate of Incorporation (the “ Charter ”) at the Annual Meeting as described in Item 5.07 of this Current Report on Form 8-K below; (2) to adopt an amendment to the Existing By-laws to set the Chancery Court of the State of Delaware (the “ Chancery Court ”), or, alternatively, if the Chancery Court does not have jurisdiction, the Federal Distric evidence_url: https://www.sec.gov/Archives/edgar/data/1297989/000119312523171321/0001193125-23-171321-index.htm - Governance Changes ExlService Holdings, Inc.: Filed Certificate of Amendment to the Amended and Restated Certificate of Incorporation to allow removal of directors with or without cause by majority stockholder vote (effective 2023-06-21). - Change: charter amendment - Effective: 2023-06-21 source text: On and effective as of June 21, 2023, following stockholder approval at the Annual Meeting, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Charter to allow for the removal of directors with or without cause by the affirmative vote of holders of a majority of the total outstanding shares of the Company’s common stock (the “ Director Removal Amendment ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1297989/000119312523171321/0001193125-23-171321-index.htm - Shareholder Votes ExlService Holdings, Inc. shareholders approved Election of seven directors to serve a one-year term at the 2023-06-20 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-20 source text: The final results of the voting were as follows: For Against Abstain Broker Non-Votes Vikram Pandit 29,301,987 443,279 15,041 1,454,101 Rohit Kapoor 29,580,097 165,216 14,994 1,454,101 Andreas Fibig 29,527,285 216,295 16,727 1,454,101 Som Mittal 29,207,294 537,980 15,033 1,454,101 Kristy Pipes 29,576,318 169,605 14,384 1,454,101 Nitin Sahney 27,376,936 2,368,238 15,133 1,454,101 Jaynie Studenmund 29,519,703 225,399 15,205 1,454,101 evidence_url: https://www.sec.gov/Archives/edgar/data/1297989/000119312523171321/0001193125-23-171321-index.htm - Shareholder Votes ExlService Holdings, Inc. shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-06-20 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-20 source text: The final results of the voting were as follows: For Against Abstain 31,047,332 80,196 86,880 evidence_url: https://www.sec.gov/Archives/edgar/data/1297989/000119312523171321/0001193125-23-171321-index.htm - Shareholder Votes ExlService Holdings, Inc. shareholders approved Approval of amendment to Charter for a 5-for-1 forward stock split with increase in authorized shares at the 2023-06-20 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-06-20 source text: Proposal 5 : the approval of an amendment to the Charter to effect a 5-for-1 “forward” stock split evidence_url: https://www.sec.gov/Archives/edgar/data/1297989/000119312523171321/0001193125-23-171321-index.htm - Shareholder Votes ExlService Holdings, Inc. shareholders approved Advisory vote on named executive officer compensation at the 2023-06-20 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-20 source text: Proposal 3 : the approval, on a non-binding basis, of the compensation of the named executive officers evidence_url: https://www.sec.gov/Archives/edgar/data/1297989/000119312523171321/0001193125-23-171321-index.htm - Shareholder Votes ExlService Holdings, Inc. shareholders approved Approval of Director Removal Amendment to allow removal of directors with or without cause by majority vote at the 2023-06-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-20 source text: For Against Abstain Broker Non-Votes 29,621,824 51,415 87,068 1,454,101 evidence_url: https://www.sec.gov/Archives/edgar/data/1297989/000119312523171321/0001193125-23-171321-index.htm - Shareholder Votes ExlService Holdings, Inc. shareholders approved Advisory vote on frequency of future Say-on-Pay votes at the 2023-06-20 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-20 source text: Proposal 4 : the approval, on a non-binding advisory basis, of the frequency of future Say-on-Pay Votes. evidence_url: https://www.sec.gov/Archives/edgar/data/1297989/000119312523171321/0001193125-23-171321-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.