UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

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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.)

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


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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~June~~July 1729, 2025, atExlService Holdings, Inc. (the ~~Annual~~“Company”) ~~Meeting~~entered ofinto ~~Stockholders~~a ofnew ~~ExlService Holdings,~~supplemental ~~Inc.~~confirmation (the “~~Company~~2025 Supplemental Confirmation”), to the ~~Company’s~~prior ~~stockholders~~master ~~approved~~confirmation (the “Master ASR Confirmation”) (together with the 2025 ~~Omnibus~~Supplemental ~~Incentive~~Confirmation, ~~Plan~~the “ASR Agreement”), ~~which~~with Citibank, ~~among~~N.A. ~~other things~~(“Citibank”), ~~reserves~~as 6part of the Company’s previously announced $500 million common stock repurchase program. Under the 2025 Supplemental Confirmation,~~800,000~~ ~~shares~~the ~~(subject~~Company will pay an aggregate amount of $125 million to ~~adjustment~~Citibank asfor ~~set~~an ~~forth~~initial ~~therein)~~number of shares of the Company’s common stock, ~~for~~par ~~grants~~value $0.001 per share (the “Common Stock”) at the beginning of athe ~~variety~~ transaction. The Company plans to fund the repurchase with available cash on hand and/or borrowing from its credit facility. The ultimate number of ~~types~~shares of ~~awards,~~Common ~~including~~Stock ~~options,~~that ~~stock~~the ~~appreciation~~Company ~~rights,~~will ~~restricted~~repurchase ~~stock,~~under ~~restricted~~the ~~stock~~2025 ~~units~~Supplemental ~~(including~~Confirmation ~~time-vested~~will orbe ~~performance~~based on the average of the daily volume-~~vested), phantom~~weighted ~~stock~~average ~~awards,~~prices ~~stock~~of ~~bonuses~~the ~~and/or~~Common ~~cash~~Stock ~~bonus~~during ~~awards~~the term of the 2025 Supplemental Confirmation, less a discount and ~~sets~~subject ~~annual~~to ~~limits~~adjustments onpursuant to the ~~number~~terms and conditions of the ASR Agreement. At final settlement, Citibank may be required to deliver additional shares ~~and~~of Common Stock to the ~~cash~~Company ~~value~~or, ~~that~~under certain circumstances, the Company may be ~~granted~~required to make a ~~participant~~cash ~~with~~payment ~~respect~~or todeliver ~~certain~~shares ~~awards~~of Common Stock, at its election, to Citibank.

The ~~description~~ASR ~~above~~Agreement iscontains ~~qualified~~the inprincipal ~~its~~terms ~~entirety~~and byprovisions ~~reference~~governing to the ~~2025~~accelerated ~~Omnibus~~share ~~Incentive~~repurchase, ~~Plan~~including, ~~filed~~but asnot ~~Exhibit~~limited ~~10.1~~to, the mechanism used to ~~this~~determine ~~Current~~the ~~Report~~number onof ~~Form~~shares ~~8-K.~~of ~~For~~Common aStock ~~more~~that ~~complete~~will ~~description~~be delivered, ~~please~~the ~~refer to~~required ~~“Proposal~~timing 4of –delivery ~~Approval~~ of the ~~ExlService Holdings~~shares, ~~Inc.~~the ~~2025~~circumstances ~~Omnibus~~under ~~Incentive~~which ~~Plan”~~adjustments inmay be made to the ~~Company’s~~transactions, ~~proxy statement~~the ~~filed~~circumstances ~~with~~under which the ~~Securities~~transaction may be terminated prior to its scheduled maturity and ~~Exchange~~various ~~Commission~~acknowledgments, inrepresentations ~~connection~~and ~~with~~warranties made by the ~~Annual~~Company ~~Meeting~~and Citibank to one another.

~~Item~~From ~~5.07.~~time ~~Submission~~to oftime, ~~Matters~~Citibank toand/or aits ~~Vote~~affiliates ofhave ~~Security~~directly ~~Holders~~and indirectly engaged, and may engage in the future, in investment and/or commercial banking transactions with the Company for which Citibank has received, or may receive, customary compensation, fees and expense reimbursement.

OnThe ~~June~~foregoing ~~17,~~description ~~2025,~~of at the ~~2025~~ASR ~~Annual~~Agreement ~~Meeting of~~does ~~Stockholders,~~not ~~the~~purport ~~Company’s~~to ~~stockholders~~be ~~voted~~complete onand ~~the~~is ~~following~~qualified ~~four proposals:~~in ~~(1)~~its ~~the~~entirety ~~election~~by ofreference ~~seven~~to ~~members of~~ the ~~board~~Master ofASR ~~directors of the Company~~Confirmation, ~~(2)~~which ~~the~~was ~~ratification~~filed ~~of the selection of Deloitte & Touche LLP~~ as ~~the~~Exhibit ~~independent~~10.1 ~~registered~~to ~~public accounting firm of~~ the Company’s ~~for~~Current ~~fiscal~~Report ~~year 2025 (“Auditor Ratification”), (3) the approval,~~ on aForm ~~non~~8-~~binding~~K ~~advisory~~filed ~~basis, of the compensation of the named executive officers of the Company (“Say-~~on~~-Pay”), and~~ ~~(4)~~March ~~the approval of the ExlService Holdings~~18, ~~Inc~~2024. ~~2025 Omnibus Incentive Plan. The results of the voting were as follows:~~

~~Proposal~~Item 12.02. Results ~~Each~~ of ~~the~~Operations 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~~Financial ~~in accordance with the by-laws of the Company~~Condition. ~~The final results of the voting were as follows:~~

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

On July 29, 2025, the Company reported its results of operations for the three months ended June 30, 2025. A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

~~Proposal~~The information provided in Item 2.02 ~~Auditor~~of ~~Ratification~~this ~~was~~report, ~~approved~~including Exhibit 99. ~~The~~1, ~~final~~shall ~~results~~not be deemed to be “filed” for purposes of Section 18 of the ~~voting~~Securities ~~were~~Exchange Act of 1934, as ~~follows:~~amended.

For		Against				Abstain				Broker Non-Votes
150,446,313			135,357				66,395				—

Item 9.01 Financial Statements and Exhibits.

~~Proposal 3. Say-on-Pay was approved. The final results of the voting were as follows:~~ (d) Exhibits

For	Against		Abstain		Broker Non-Votes
Exhibit No.			Description
137,444,862		5,699,303		758,602		6,745,298
99.1			Press Release, dated July 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 4. The ExlService Holdings, Inc. 2025 Omnibus Incentive Plan was approved. The final results of the voting were as follows:~~SIGNATURES

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

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.

Item 9.01. Financial Statement and Exhibits.


	EXLSERVICE HOLDINGS, INC. (Registrant)


July 29, 2025	By:	/s/ Maurizio Nicolelli
	Name:	Maurizio Nicolelli
	Title:	Chief Financial Officer

(d) Exhibits.

The following exhibits are filed herewith:

Number		Description
10.1		ExlService Holdings, Inc. 2025 Omnibus Incentive Plan, effective June 17, 2025
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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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