8-K

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): May 29, 2020

Exponent, Inc.

(Exact name of Registrant as Specified in Its Charter)

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

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:

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

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 May 28, 2020, we held our annual meeting of stockholders. A total of 51,538,862 shares of our common stock were outstanding as of April 1, 2020, 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 Catherine Ford Corrigan, Ph.D., Paul Johnson, Ph.D., Carol Lindstrom, Karen Richardson, John Shoven, Ph.D., and Debra Zumwalt.  The results of the vote were as follows:

Proposal Two: Ratification of KPMG as our Independent Registered Public Accountants for Fiscal 2020

Our stockholders ratified our selection of KPMG LLP as our independent registered public accounting firm to audit our financial statements for the year ending January 1, 2021. The results of the vote were as follows:

Proposal Three: Advisory Vote on Executive Compensation for Fiscal 2019

Our stockholders approved, on an advisory basis, the fiscal 2019 compensation of our named executive officers in accordance with SEC rules. The results of the vote were as follows:

Item 7.01.  Regulation FD Disclosure.

On May 29, 2020, we announced that our Board of Directors authorized an additional $45 million for share repurchases adding to our existing $30 million available under the current authorization for repurchase. In total, we now have $75 million available to repurchase shares. The authorization permits us to purchase our common stock in the open market or privately negotiated transactions in compliance with the Securities and Exchange Commission’s Rule 10b-18.

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 thereunto duly authorized.

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