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, 2014

 

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 1.01. Entry into a Material Definitive Agreement.

 

On May 29, 2014, the Board of Directors (the “Board”) of Exponent, Inc. (the “Company”), approved a revised form of indemnification agreement and authorized the Company to enter into such agreement with each of the Company’s executive officers and directors.  The Company expects that each of its executive officers and directors will execute such agreement, which will supersede the prior indemnification agreements previously entered into between such persons and the Company.

 

The revised form of indemnification agreement modifies certain terms of the prior indemnification agreements, by, among other things, (i) clarifying that the Company shall not be obligated to indemnify persons for certain incentive compensation “clawbacks”; (ii) streamlining the expense advancement procedures; (iii) extending the scope of indemnifiable events to those occurring while a person is a director, officer, employee, or agent of a predecessor corporation of the Company; and (iv) providing that the Company will require any successor entity to assume the indemnification agreement. Under both the prior form of indemnification agreement and the revised agreement, the Company agrees to indemnify executive officers and directors to the fullest extent permitted under applicable law.

 

The foregoing description of the revised form of indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Indemnification Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 1.02. Termination of a Material Definitive Agreement.

 

The information set forth in Item 1.01 is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 29, 2014, the Board adopted an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective May 29, 2014.

 

A new section 8.6 was added to Article VIII of the Bylaws to (i) authorize the Board to designate from time to time engineers to act in responsible charge for all engineering activities of the Company in jurisdictions that require such designations and (ii) provide that all engineering decisions pertaining to engineering activities of the Company in the states of Alaska and Washington will be made by the engineers in responsible charge designated by the Board for each respective state, or other engineers under the direction or supervision of the engineers in responsible charge.

 

The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws of the Company (including the new section 8.6 under Article VIII), which is filed as Exhibit 3.2 hereto and incorporated herein by reference.

 

 
 

 

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

 

On May 29, 2014, we held our annual meeting of stockholders. A total of 13,141,368 shares of our common stock were outstanding as of April 2, 2014, 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 Michael R. Gaulke, Paul R. Johnson, Ph.D., Karen A. Richardson, Stephen C. Riggins, John B. Shoven, Ph.D., and Debra L. Zumwalt. The results of the vote were as follows:

 

 

   Votes For   Votes Against   Abstentions   Broker non-votes 
Michael R. Gaulke   10,908,983    197,172    27,001    1,356,470 
Paul R. Johnston, Ph.D.   11,091,933    36,109    5,114    1,356,470 
Karen A. Richardson   11,052,792    54,848    25,516    1,356,470 
Stephen C. Riggins   11,043,581    63,594    25,981    1,356,470 
John B. Shoven, Ph.D.   11,969,801    132,506    30,849    1,356,470 
Debra L. Zumwalt   11,078,750    28,890    25,516    1,356,470 

 

Proposal Two: Ratification of KPMG as our Independent Registered Public Accountants for Fiscal 2014

 

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 2, 2015. The results of the vote were as follows:

  

For   12,450,542 
      
Against   34,141 
      
Abstentions   4,943 

 

Proposal Three: Advisory Vote on Executive Compensation for Fiscal 2013

 

Our stockholders approved, on an advisory basis, the fiscal 2013 compensation of our named executive officers in accordance with SEC rules. The results of the vote were as follows:

  

For   10,920,648 
      
Against   194,094 
      
Abstentions   18,414 
      
Broker non-votes   1,356,470 

 

Item 8.01. Other Events

 

On May 29, 2014, the Company announced that its Board authorized up to an additional $35 million for the repurchase of the Company’s common stock. The Company may pursue such repurchases from time to time in the open market or privately negotiated transactions in compliance with the Securities and Exchange Commission’s Rule 10b-18. In total the Company currently has $54 million of total authorization available to repurchase shares.

 

A copy of the press release announcing the authorization of additional stock repurchases is attached hereto as exhibit 99.1 and is incorporated herein by reference.

 

 
 

 

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits

 

3.2 Amended and Restated Bylaws of the Company, as amended and restated May 29, 2014
   
10.1 Form of Indemnification Agreement entered into or proposed to be entered into between the Company and its executive officers and directors
   
 99.1 Press release dated May 29, 2014, announcing the repurchase authorization

 

 
 

 

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: May 29, 2014

 

 
 

 

Exhibit Index

 

Exhibit 3.2 Amended and Restated Bylaws of the Company, as amended and restated May 29, 2014
   
Exhibit 10.1 Form of Indemnification Agreement entered into or proposed to be entered into between the Company and its executive officers and directors
   
Exhibit 99.1 Press release dated May 29, 2014, announcing the repurchase authorization