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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 08, 2023

 

 

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

 

 

(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 8, 2023, we held our annual meeting of stockholders. A total of 50,835,148 shares of our common stock were outstanding as of April 12, 2023, 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. Johnson, 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

 

43,462,203

 

 

585,070

 

 

33,563

 

 

4,040,513

 

Catherine Ford Corrigan Ph.D.

 

43,787,230

 

 

267,951

 

 

25,655

 

 

4,040,513

 

Paul R. Johnston, Ph.D.

 

43,355,506

 

 

698,326

 

 

27,004

 

 

4,040,513

 

Carol Lindstrom

 

43,172,705

 

 

879,237

 

 

28,894

 

 

4,040,513

 

Karen A. Richardson

 

43,537,985

 

 

513,951

 

 

28,900

 

 

4,040,513

 

Debra L. Zumwalt

 

43,305,922

 

 

748,014

 

 

26,900

 

 

4,040,513

 

 

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 in accordance with the Amended and Restated Bylaws.

Proposal Two: Ratification of KPMG as our Independent Registered Public Accountants for Fiscal 2023

Our stockholders ratified our selection of KPMG LLP as our independent registered public accounting firm to audit our financial statements for the year ending December 29, 2023. The results of the vote were as follows:

For

 

47,233,741

 

Against

 

850,721

 

Abstentions

 

36,887

 

 

Proposal Three: Advisory Vote on Executive Compensation for Fiscal 2022

Our stockholders approved, on an advisory basis, the fiscal 2022 compensation of our named executive officers in accordance with SEC rules. The results of the vote were as follows:

For

 

41,582,351

 

Against

 

2,461,277

 

Abstentions

 

37,208

 

Broker non-votes

 

4,040,513

 

Proposal Four: Advisory Vote on Frequency of Stockholder Votes to Approve Executive Compensation

Our stockholders approved, on an advisory basis, that an advisory vote on the compensation of our named executive officers be held every year. The results of the vote were as follows:

One Year

 

42,804,004

 

Two Year

 

49,155

 

Three Year

 

1,195,972

 

Abstain

 

31,705

 

Broker non-votes

 

4,040,513

 

 

 

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 13, 2023

By:

/s/ Richard L. Schlenker

 

 

 

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

 
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