Exlservice (EXLS) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 16, 2026, in virtual format; record date is April 23, 2026.

• 2025 revenues reached $2.09B, up 14% from 2024; adjusted EPS increased 18% to $1.95.

• Data and AI-led revenue grew 21% YoY in Q4 2025, now 57% of total revenue.

• Over 75% of revenues are recurring, supporting visibility and resiliency.

• Strong balance sheet with $328.4M in cash and $298.6M in debt as of year-end 2025.

• 5,800 employees added in 2025; $316.6M in share repurchases.

Voting matters and shareholder proposals

• Election of seven directors for one-year terms.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory (non-binding) vote to approve executive compensation (Say-on-Pay).

• Shareholder proposals and director nominations for 2027 Annual Meeting outlined.

Board of directors and corporate governance

• Board consists of seven nominees (six independent, one CEO/Chairman).

• Declassified board, majority voting standard, annual evaluations, and robust stock ownership guidelines.

• Lead Director role with significant responsibilities; committee chairs and members are independent.

• Board and committee oversight of risk, cybersecurity, AI, and sustainability.

• Active board refreshment, director training, and third-party board effectiveness assessments.