UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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 Under Rule 240.14a-12 | |
ExlService Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |||
| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
Your Vote Counts!
EXLSERVICE HOLDINGS, INC.
2026 Annual Meeting
Vote by June 15, 2026
11:59 PM ET
EXLSERVICE HOLDINGS, INC.
320 PARK AVENUE, 29TH FLOOR
NEW YORK, NY 10022
V93648-P50186
For complete information and to vote, visit www.ProxyVote.com
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*Please check the meeting
materials for any special requirements for meeting attendance.
You invested in EXLSERVICE HOLDINGS, INC. and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting
to be held on June 16, 2026.
Get informed before you vote
View the
Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 2, 2026. If you would like to request a copy of the material(s) for this and/or future stockholder
meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to
sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.
Vote Virtually at the Meeting*
June 16, 2026
9:00 A.M., Eastern Time
Virtually at:
www.virtualshareholdermeeting.com/EXLS2026
*Please check the meeting materials for any special
requirements for meeting attendance.
Vote at www.ProxyVote.com
THIS IS NOT A VOTABLE
BALLOT
This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these
important matters.
Board Recommends
Voting Items
Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.
V93649-P50186
1. Election of Directors
Nominees:
Rohit Kapoor For
Vikram Pandit For
Thomas Bartlett For
Andreas Fibig For
Pat Geraghty For
Kristy Pipes For
Sarah K. Williamson For
2. The ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2026. For
3. The approval, on a non-binding advisory basis, of the compensation of the named executive officers of the
Company. For
NOTE: Should a director nominee be unable to serve as a director, an event that ExlService Holdings, Inc. does not currently anticipate, the
persons named in this proxy reserve the right, in their discretion to vote for a substitute nominee designated by the board of directors.
The proxies, in their
discretion, are further authorized to vote on any matter which the board of directors did not know would be presented at the 2026 Annual Meeting of Stockholders by a reasonable time before the proxy solicitation was made, and on other matters which
may properly come before the 2026 Annual Meeting of Stockholders and at any adjournments or postponements thereof.