Current Report Filing (8-k)
August 06 2020 - 4:07PM
Edgar (US Regulatory)
0001297989
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0001297989
2020-08-02
2020-08-03
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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): August 3, 2020
EXLSERVICE HOLDINGS, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-33089
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82-0572194
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(State
or other jurisdiction
of incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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320 Park Avenue, 29th Floor
New
York, New York
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10022
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(Address of principal executive offices)
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(Zip code)
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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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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)
¨
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Emerging growth company
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¨
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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
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.001 par value per share
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EXLS
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NASDAQ
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Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
ExlService Holdings, Inc. (the “Company”)
and Rohit Kapoor (“Mr. Kapoor”) have, as of August 3, 2020, entered into a Second Amended and Restated Employment and
Non-Competition Agreement (the “Agreement”) that will supersede the existing Amended and Restated Employment and Non-Competition
Agreement, dated September 19, 2017, between the Company and Mr. Kapoor, which was due to expire on December 31, 2020. Under the
Agreement, Mr. Kapoor will continue to serve as the Chief Executive Officer and Vice Chairman of the Company.
The Agreement provides for (1) an employment
term that extends until Mr. Kapoor’s termination or resignation (previously a three year term subject to renewal, unless
terminated earlier), (2) updates, to reflect levels currently in effect, to Mr. Kapoor’s base salary ($750,000, subject to
his 50% base salary reduction and deferment of 2020 increments due to the COVID-19 pandemic), bonus (150% minimum and 310% maximum
of base salary) and equity ($4,925,000 baseline), and (3) associated changes to reflect the removal of the employment term and
the addition of certain retirement benefits upon Mr. Kapoor’s termination of his employment after the age of 60, including
27 months of continued equity vesting for outstanding awards.
Under the Agreement, Mr. Kapoor continues
to be eligible to receive equity awards, as determined by the Compensation Committee of the Board of Directors, which determination
will take into account the baseline value above, certain other conditions, as well as his actual performance against pre-established
individual performance criteria (a new condition under the Agreement).
Except as stated herein, the terms of
the Agreement, including the compensatory arrangements therein, are consistent with the terms of his prior agreement that has
been filed by the Company with the Securities and Exchange Commission (the “SEC”) and is summarized in the
Company’s definitive proxy statement for the Company’s 2020 annual meeting of stockholders filed with the SEC on
April 24, 2020. The foregoing summary is not complete and is qualified in its entirety by reference to the Agreement, a copy
of which will be filed with the Company’s next periodic report.
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 thereunto duly authorized.
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EXLSERVICE HOLDINGS, INC.
(Registrant)
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Date: August 6, 2020
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By:
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/s/ Ajay Ayyappan
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Name:
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Ajay Ayyappan
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Title:
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General Counsel and Corporate Secretary
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