United States
Securities and Exchange Commission
Washington, D.C. 20548
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
ExlService Holdings, Inc.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)
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| *** Exercise Your Right to Vote *** |
| Important Notice Regarding the Availability of Proxy Materials for the |
| Shareholder Meeting to Be Held on June 19, 2015. |
| Meeting Information | |||||
| EXLSERVICE HOLDINGS, INC. | Meeting Type: Annual Meeting | ||||
| For holders as of: April 23, 2015 | |||||
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Date: June 19, 2015 Time: 8:30 AM EDT | ||||
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Location: | 280 Park Avenue 38th Floor New York, NY 10017 | |||
| Meeting Directions: For directions, please call (212) 277-7100 | |||||
| You are receiving this communication because you hold shares in the company named above. | |||||
| This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). | |||||
| We encourage you to access and review all of the important information contained in the proxy materials before voting. | |||||
| See the reverse side of this notice to obtain proxy materials and voting instructions. | |||||
M93141-P66044
— Before You Vote — How to Access the Proxy Materials
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| Proxy Materials Available to VIEW or RECEIVE: | |||
| NOTICE AND PROXY STATEMENT ANNUAL REPORT | |||
| How to View Online: |
Have
the information that is printed in the box marked by the arrow  (located
on the following page) and visit: www.proxyvote.com. |
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| How to Request and Receive a PAPER or E-MAIL Copy: | |||||
| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | |||||
| 1) BY INTERNET: | www.proxyvote.com | ||||
| 2) BY TELEPHONE: | 1-800-579-1639 | ||||
| 3) BY E-MAIL*: | sendmaterial@proxyvote.com | ||||
| * If requesting materials by e-mail, please send a blank
e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. |
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| Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 5, 2015 to facilitate timely delivery. |
— How To Vote — Please Choose One of the Following Voting Methods | ||||
| Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. | ||||
| Vote By Internet: To vote now by Internet,
go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions. |
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| Vote
By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
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M93142-P66044
| Voting Items |
The Board of Directors recommends you vote FOR
the following:
| 1. | Election of Directors |
| Nominees: |
| 01) | Deborah Kerr |
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| 02) | Dr. Mohanbir Sawhney | ||||||||
| 03) | Garen K. Staglin | ||||||||
The Board of Directors recommends you vote FOR proposals 2, 3 and 4.
| 2. | The ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2015 |
| 3. | The approval of the compensation of the named executive officers of the Company |
| 4. | The approval of the 2015 Amendment and Restatement of the 2006 Omnibus Award Plan |
NOTE: The proxies are authorized to act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof
M93143-P66044