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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 06, 2024

 

 

EXPONENT, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

0-18655

77-0218904

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

149 Commonwealth Drive

 

Menlo Park, California

 

94025

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 650 326-9400

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

EXPO

 

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 6, 2024, we held our annual meeting of stockholders. A total of 50,673,366 shares of our common stock were outstanding as of April 10, 2024, the record date for the annual meeting. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.

Proposal One: Election of Directors

 

Our stockholders elected George H. Brown, Catherine Ford Corrigan, Ph.D., Paul R. Johnston, Ph.D., Carol Lindstrom, Karen A. Richardson, and Debra L. Zumwalt. The results of the vote were as follows:

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker non-votes

 

George H. Brown

 

44,396,764

 

 

372,585

 

 

41,818

 

 

3,657,067

 

Catherine Ford Corrigan, Ph.D.

 

44,324,005

 

 

448,416

 

 

38,746

 

 

3,657,067

 

Paul R. Johnston, Ph.D.

 

44,290,158

 

 

495,640

 

 

25,369

 

 

3,657,067

 

Carol Lindstrom

 

44,355,678

 

 

420,057

 

 

35,432

 

 

3,657,067

 

Karen A. Richardson

 

44,316,515

 

 

459,321

 

 

35,331

 

 

3,657,067

 

Debra L. Zumwalt

 

44,140,633

 

 

635,203

 

 

35,331

 

 

3,657,067

 

 

The current members of the audit committee are now: George Brown (chair), Carol Lindstrom, Karen Richardson, and Debra Zumwalt. The current members of the nominating and corporate governance committee are now: Carol Lindstrom (chair), George Brown, Karen Richardson, and Debra Zumwalt. The current members of the human resources committee are now: Debra Zumwalt (chair), George Brown, Carol Lindstrom, and Karen Richardson. Karen Richardson has been appointed Lead Independent Director and Paul Johnston has been appointed Chairman.

Proposal Two: Ratification of KPMG as our Independent Registered Public Accountants for Fiscal 2024

Our stockholders ratified our selection of KPMG LLP as our independent registered public accounting firm to audit our financial statements for the fiscal year ending January 3, 2025. The results of the vote were as follows:

For

 

47,890,461

 

Against

 

524,035

 

Abstentions

 

53,738

 

 

Proposal Three: Advisory Vote on Executive Compensation for Fiscal 2023

 

Our stockholders approved, on an advisory basis, the fiscal 2023 compensation of our named executive officers in accordance with SEC rules. The results of the vote were as follows:

For

 

41,591,520

 

Against

 

3,161,180

 

Abstentions

 

58,467

 

Broker non-votes

 

3,657,067

 

Proposal Four: Approval of Amendment to the Amended and Restated 2008 Equity Incentive Plan

 

Our stockholders approved an amendment to the Amended and Restated 2008 Equity Incentive Plan to increase the maximum number of shares available for grant under the plan to 13,336,300. The results of the vote were as follows:

 

For

 

43,635,280

 

Against

 

1,149,614

 

Abstentions

 

26,273

 

Broker non-votes

 

3,657,067

 

 

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.

 

 

 

EXPONENT, INC.

 

 

 

 

Date:

June 11, 2024

By:

/s/ Richard L. Schlenker

 

 

 

Richard L. Schlenker
Executive Vice President, Chief Financial Officer, and Corporate Secretary

 

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Document And Entity Information
Jun. 06, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Jun. 06, 2024
Entity Registrant Name EXPONENT, INC.
Entity Central Index Key 0000851520
Entity Emerging Growth Company false
Entity File Number 0-18655
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 77-0218904
Entity Address, Address Line One 149 Commonwealth Drive
Entity Address, City or Town Menlo Park
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94025
City Area Code 650
Local Phone Number 326-9400
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol EXPO
Security Exchange Name NASDAQ
Exponent (NASDAQ:EXPO)
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