SEC Filings

6-K
WNS (HOLDINGS) LTD filed this Form 6-K on 08/23/2018
Entire Document
 


Our amended policy provides that our executive officers are required to hold a multiple of their annual base salary in shares of our company as shown in the table below.

 

Position

   Share Ownership Guidelines
Group Chief Executive Officer    4.0 x annual base salary
Chief Operating Officer    2.0 x annual base salary
Chief Financial Officer    1.5 x annual base salary
Chief People Officer    1.0 x annual base salary

Executive officers have five years to achieve the specified ownership level according to the following build-up schedule: achieving a share ownership level equivalent to 5%, 15%, 30%, 60% and 100% of their specified ownership level in the first, second, third, fourth and fifth year, respectively.

Shares owned by immediate family members and any trust for the benefit only of the executive officer/director or his or her family members are included in the determination of such executive officer/director’s share ownership level.

 

 

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

The following table sets forth information regarding beneficial ownership of our ordinary shares as at June 30, 2018 held by each person who is known to us to have a 5.0% or more beneficial share ownership based on an aggregate of 50,923,080 ordinary shares (excluding 4,400,000 treasury shares) outstanding as of that date. Beneficial ownership is determined in accordance with the rules of the Commission and includes shares over which the indicated beneficial owner exercises voting and/or investment power or receives the economic benefit of ownership of such securities. Ordinary shares subject to options currently exercisable or exercisable within 60 days are deemed outstanding for the purposes of computing the percentage ownership of the person holding the options but are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

 

Name of Beneficial Owner

  

Number of Shares

Beneficially Owned

    

Percentage

Beneficially

Owned (1)

 

Waddell & Reed Financial Inc. (2)

     9,095,288        18.1

Nalanda India Fund Limited (3)

     5,211,410        10.3

FMR LLC (4)

     4,500,334        8.9

Notes:

 

(1)

Based on an aggregate of 50,923,080 ordinary shares (excluding 4,400,000 treasury shares) outstanding as at June 30, 2018.

(2)

Information is based on Amendment No. 7 to a report on Schedule 13G jointly filed with the Commission on February 14, 2018 by (i) Waddell & Reed Financial, Inc. (“WRF”), a publicly traded company; (ii) Waddell & Reed Financial Services, Inc. (“WRFSI”), a subsidiary of WRF; (iii) Waddell & Reed, Inc. (“WRI”), a broker-dealer and underwriting subsidiary of WRFSI; (iv) Waddell & Reed Investment Management Company (“WRIMCO”), an investment advisory subsidiary of WRI; and (v) Ivy Investment Management Company (“IICO”), an investment advisory subsidiary of WRF. IICO and WRIMCO are investment advisors or sub-advisors to one or more open-end investment companies or other managed accounts which are beneficial owners of our ordinary shares. According to this Amendment No. 7, the investment advisory contracts grant IICO and WRIMCO all investment and/or voting power over securities owned by their advisory clients and the investment sub-advisory contracts grant IICO and WRIMCO investment power over securities owned by their sub-advisory clients and, in most cases, voting power. Any investment restriction of a sub-advisory contract does not restrict investment discretion or power in a material manner. Therefore, IICO and/or WRIMCO may be deemed the beneficial owner of the securities covered by this statement under Rule 13d-3 of the Exchange Act. WRF, WRFSI, WRI, WRIMCO and IICO are of the view that they are not acting as a “group” for purposes of Section 13(d) under the Exchange Act. Indirect “beneficial ownership” is attributed to the respective parent companies solely because of the parent companies’ control relationship to WRIMCO and IICO.

 

50