Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 21, 2022, at the Annual Meeting of Stockholders (the "Annual Meeting") of ExlService Holdings, Inc. (the "Company"), the Company's stockholders approved the 2022 Employee Stock Purchase Plan (the "2022 Plan"). The 2022 Plan was previously approved, subject to stockholder approval, by the board of directors (the "Board") of the Company on April 13, 2022.

The description in the first paragraph of this Item 5.02 is qualified in its entirety by reference to the 2022 Plan filed as Exhibit 10.1 to this Current Report on Form 8-K. For a more complete description of the 2022 Plan, please refer to "Proposal 2 - Approval of the ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan" in the Company's proxy statement filed with the Securities and Exchange Commission in connection with the Annual Meeting.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 21, 2022, at the Annual Meeting, the Company's stockholders voted on the following items: (1) the election of all eight members of the Board, (2) the approval of the 2022 Plan, (3) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2022, and (4) the approval, on a non-binding advisory basis, of the compensation of the named executive officers of the Company ("Say-on-Pay").

Proposal 1. Each of the eight nominees for election to the Board was duly elected to serve as a director for a term of one year, until the 2023 annual meeting of stockholders, or until his or her successor is duly elected and qualified in accordance with the by-laws of the Company. The final results of the voting were as follows:



                                                                  Broker
Nominees                For           Against      Abstain       Non-Votes
Vikram Pandit         30,529,193       155,150       16,223       1,111,301
Rohit Kapoor          30,549,504       135,005       16,057       1,111,301
Anne Minto            30,529,306       155,326       15,934       1,111,301
Som Mittal            30,529,155       155,355       16,056       1,111,301
Clyde Ostler          30,088,853       595,537       16,176       1,111,301
Kristy Pipes          30,550,893       133,776       15,897       1,111,301
Nitin Sahney          30,510,212       174,103       16,251       1,111,301
Jaynie Studenmund     30,546,496       138,224       15,846       1,111,301

Proposal 2. The proposal to approve the 2022 Plan was approved. The final results of the voting were as follows:



   For       Against   Abstain   Broker Non-Votes
30,673,880   14,302    12,384       1,111,301

Proposal 3. The proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2022 was approved. The final results of the voting were as follows:



   For       Against   Abstain
31,701,214   48,788    61,865

Proposal 4. The Say-on-Pay proposal was approved. The final results of the voting were as follows:



   For       Against   Abstain   Broker Non-Votes
30,424,487   258,647   17,432       1,111,301

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:



Number                                   Description

10.1          ExlService Holdings, Inc. 2022 Employee Stock Purchase Plan.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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