UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03. Material Modification to Rights of Security Holders.
On August 1, 2023, ExlService Holdings, Inc. (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to (i) effect a 5-for-1 forward stock split (the “Stock Split”) of the Company’s common stock, $0.001 par value (the “Common Stock”), and (ii) effect a corresponding increase in the number of the Company’s authorized shares of Common Stock from 100,000,000 to 400,000,000 (the “Share Increase”). The Stock Split and Share Increase became effective on August 1, 2023, and the Common Stock is expected to begin trading on the Nasdaq Global Select Market on a post-split basis on August 2, 2023.
As a result of the Stock Split, every share of Common Stock issued and outstanding, as well as Common Stock held by the Company in treasury, will be converted into five (5) shares of Common Stock. Stockholders of record as of July 25, 2023 are expected to receive the additional shares after the close of business on August 1, 2023. There will be no change to the Common Stock’s par value per share, CUSIP number or Nasdaq ticker symbol of “EXLS”.
Outstanding equity-based awards, warrants and other equity rights were proportionately adjusted pursuant to their terms and the number of shares of Common Stock reserved for issuance upon vesting of restricted stock units or exercise of stock options and warrants were adjusted proportionately. No fractional shares will be issued as a result of the Stock Split.
The foregoing description of the Amendment, the Stock Split and the Share Increase set forth above does not purport to be complete and is qualified in its entirety by reference to the Amendment. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosures set forth in Item 3.03 of this Current Report on Form 8-K are incorporated into this Item 5.02 by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosures set forth in Item 3.03 of this Current Report on Form 8-K are incorporated into this Item 5.03 by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
| Number |
Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of ExlService Holdings, Inc. | |
| 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: August 1, 2023 | By: | /s/ Ajay Ayyappan | ||||
| Name: | Ajay Ayyappan | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||