Item 2.02. Results of Operations and Financial Condition.
On May 7, 2020, ExlService Holdings, Inc. (the "Company") reported its results
of operations for the three months ended March 31, 2020. 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. The information provided
in Item 2.02 of this report, including Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2020, the Company announced that, due to the uncertainty caused by the
COVID-19 pandemic and in order to retain flexibility, the Company's executive
management team recommended to the Compensation Committee (the "Compensation
Committee") of the Company's Board of Directors (the "Board"), and the
Compensation Committee accepted, salary reductions of 30% to 50% for the
Company's named executive officers. The base salary for the Company's Vice
Chairman and Chief Executive Officer, Mr. Rohit Kapoor, will be temporarily
reduced by 50% and the base salary for the Company's other named executive
officers will be temporarily reduced by 30%.
The reductions in base salaries were effective as of May 1, 2020 and will
continue for a period of six months but will be reviewed periodically by the
Compensation Committee based on Company performance for adjustment or reversal.
Each such officer has agreed that their base salary reduction shall not
constitute a termination for "Good Reason" within the meaning of such officer's
employment agreement.
Item 7.01. Regulation FD Disclosure.
As an extension of the cost saving actions described in Item 5.02 above, the
Company's non-employee directors have agreed to a reduction of 30% in their
respective cash retainers. The reductions are effective as of May 1, 2020 and
will continue for a period of six months, but will be reviewed periodically by
the Board based on Company performance for adjustment or reversal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated May 7, 2020 (furnished pursuant to Item 2.02).
104 Cover Page Interactive Data File (the cover page XBRL
tags are embedded within the inline XBRL document)
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