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 31, 2012

  

 

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 5.07. Submission of Matters to a Vote of Security Holders

 

On May 31, 2012, we held our annual meeting of stockholders. A total of 13,445,926 shares of our common stock were outstanding as of April 4, 2012, 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 Against				Abstentions				Broker non-votes
Samuel H. Armacost			11,273,176				302,211				8,245				1,100,540
Mary B. Cranston			10,855,426				719,314				8,892				1,100,540
Leslie G. Denend, Ph.D.			11,299,984				273,056				10,592				1,100,540
Michael R. Gaulke			11,497,587				78,822				7,223				1,100,540
Paul R. Johnston, Ph.D.			11,498,355				79,089				6,188				1,100,540
Stephen C. Riggins			11,302,784				271,756				9,092				1,100,540
John B. Shoven, Ph.D.			11,279,519				295,221				8,892				1,100,540

 

Proposal Two: Ratification of KPMG as our Independent Registered Public Accountants for Fiscal 2012

 

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 28, 2012. The results of the vote were as follows:

 

For			12,605,626
Against			68,809
Abstentions			9,737

 

Proposal Three: Advisory Vote on Executive Compensation for Fiscal 2011

 

Our stockholders approved, on an advisory basis, the fiscal 2011 compensation of our named executive officers in accordance with SEC rules. The results of the vote were as follows:

 

For			11,268,403
Against			271,040
Abstentions			44,189
Broker non-votes			1,100,540

 

 

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

 

Our stockholders voted to amend our Amended and Restated 2008 Equity Incentive Plan to increase the maximum number of shares of our common stock issuable under the plan to 2,414,075 shares. The results of the vote were as follows:

 

For			9,616,304
Against			1,918,934
Abstentions			48,394
Broker non-votes			1,100,540

 

 

 

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 4, 2012