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 3, 2010
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, CA |
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 3, 2010 Michael R. Gaulke retired from his role as Executive Chairman. Mr. Gaulke will continue to serve as Chairman of the Board of Directors.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On June 3, 2010, we held our annual meeting of stockholders. A total of 13,817,948 shares of our common stock were outstanding as of April 7, 2010, 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 Samuel H. Armacost, Mary B. Cranston, Leslie G. Denend, Ph.D., Michael R. Gaulke, Paul R. Johnson, Ph.D., Stephen C. Riggins, and John B. Shoven, Ph.D. The results of the vote were as follows:
| Votes For | Votes Withheld | Broker non-votes | ||||
| Samuel H. Armacost |
12,102,011 | 170,322 | 763,736 | |||
| Mary B. Cranston |
12,054,469 | 217,864 | 763,736 | |||
| Leslie G. Denend, Ph.D. |
12,173,119 | 99,214 | 763,736 | |||
| Michael R. Gaulke |
12,121,118 | 151,215 | 763,736 | |||
| Paul R. Johnston, Ph.D. |
12,124,829 | 147,504 | 763,736 | |||
| Stephen C. Riggins |
12,175,645 | 96,688 | 763,736 | |||
| John B. Shoven, Ph.D. |
12,101,008 | 171,325 | 763,736 |
Proposal Two: Ratification of KPMG as our Independent Registered Public Accountants for Fiscal 2010
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 31, 2010. The results of the vote were as follows:
| For |
12,898,089 | |
| Against |
115,940 | |
| Abstentions |
22,040 |
Proposal Three: Approval of Amendment of the 2008 Equity Incentive Plan
Our stockholders voted to amend our 2008 Equity Incentive Plan to increase the maximum number of shares of our common stock issuable under the plan to 1,869,720 shares and to modify the definition of “change in control” and “ownership change event” to require consummation of certain events. The results of the vote were as follows:
| For |
6,686,892 | |
| Against |
5,538,475 | |
| Abstentions |
46,966 | |
| Broker non-votes |
763,736 |
SIGNATURE
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, thereto duly authorized.
| EXPONENT, INC. | ||||||
| By: | /s/ RICHARD L. SCHLENKER | |||||
| Name: | Richard L. Schlenker | |||||
| Title: | Chief Financial Officer | |||||
| Date: June 8, 2010 | ||||||