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, 2018
Exponent,
Inc.
(Exact name of registrant as specified
in its charter)
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Delaware
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0-18655
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77-0218904
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification
No.)
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149 Commonwealth Drive
Menlo
Park, CA
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94025
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(Address of principal executive offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Emerging growth company
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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.
☐
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Item 3.03
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Material Modification of Rights of Security Holders.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 31, 2018, the stockholders of Exponent, Inc. (the “Company”)
approved, at the Annual Meeting of Stockholders, the Company’s proposal to amend its Restated Certificate of Incorporation
to change the authorized shares of common stock to 120 million and effect a two-for-one stock split of its common stock. As a result
of the stockholder approval, the Company filed a Certificate of Amendment of its Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware on May 31, 2018.
The foregoing summary of the amendment to the Company’s
Restated Certificate of Incorporation is qualified in its entirety by reference to a copy of the Certificate of Amendment of Restated
Certificate of Incorporation attached hereto as Exhibit 3.1, and incorporated herein by reference.
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Item 5.02.
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On May 31, 2018, Exponent’s Board of Directors appointed
Dr. Catherine Ford Corrigan as its Chief Executive Officer and President. Dr. Corrigan, age 49, joined Exponent in 1996. She was
promoted to Principal in the Biomechanics practice in 2002 and was appointed Group Vice President in 2012. Dr. Corrigan was named
President in July 2016. She earned her Ph.D. (1996) in Medical Engineering and Medical Physics and M.S. (1992) in Mechanical Engineering
from the Massachusetts Institute of Technology and her B.S. in Bioengineering from the University of Pennsylvania. Prior to joining
Exponent, Dr. Corrigan was a researcher in the Orthopedic Biomechanics Laboratory at Beth Israel Hospital and Harvard Medical School.
Upon her appointment as Chief Executive Officer and President, Dr. Corrigan’s base salary was set at $625,000. Dr. Corrigan’s
target bonus level is equal to her blended base salary for the year and her performance objectives will be substantially the same
as those disclosed for the Company’s Chief Executive Officer in Exponent’s 2018 Proxy Statement.
There are no arrangements or understandings between Dr. Corrigan
and any other persons pursuant to which Dr. Corrigan was named to this position with the Company. Dr. Corrigan does not have any
family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company
to be a director or executive officer. Dr. Corrigan has no direct or indirect material interest in any transaction or proposed
transaction required to be reported under Section 404(a) of Regulation S-K or Item 5.02(c) of Form 8-K.
Upon Dr. Corrigan’s appointment, Paul R. Johnston, Ph.D.
was appointed Executive Chairman and will continue in this role on a half-time basis for twelve months. Dr. Johnston, age 64, previously
served as Chief Executive Officer, a position from which he stepped down upon Dr. Corrigan’s appointment as Chief Executive
Officer and President. Dr. Johnston joined Exponent in 1981, was promoted to Principal Engineer in 1987, and to Vice President
in 1996. In 1997, he assumed responsibility for the firm’s network of offices. In 2003 he was appointed Chief Operating Officer
and added responsibility for the Health and Environmental Groups. In 2006, he assumed line responsibility for all of the firm’s
consulting groups. Dr. Johnston was named President in May 2007. He was named Chief Executive Officer and elected to the Board
of Directors in May 2009. Dr. Johnston received his Ph.D. (1981) in Civil Engineering and M.S. (1977) in Structural Engineering
from Stanford University. He received his B.A.I. (1976) in Civil Engineering with First Class Honors from Trinity College, University
of Dublin, Ireland where he was elected a Foundation Scholar in 1975. Dr. Johnston is a Registered Professional Civil Engineer
in the State of California and a Chartered Engineer in Ireland. Upon his appointment as Executive Chairman, Dr. Johnston’s
base salary was set at $350,000. Dr. Johnston’s target bonus level is equal to his blended base salary for the year and his
performance objectives will be substantially the same as those disclosed for the Company’s Chief Executive Officer in Exponent’s
2018 Proxy Statement.
There are no arrangements or understandings between Dr. Johnston
and any other persons pursuant to which Dr. Johnston was named to this position with the Company. Dr. Johnston does not have any
family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company
to be a director or executive officer. Dr. Johnston has no direct or indirect material interest in any transaction or proposed
transaction required to be reported under Section 404(a) of Regulation S-K or Item 5.02(c) of Form 8-K.
On May 31, 2018, Exponent’s Board of Directors appointed
Dr. John B. Shoven, 71, as Lead Independent Director.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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On May 31, 2018, we held our annual meeting of stockholders.
A total of 26,004,501 shares of our common stock were outstanding as of April 3, 2018, 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:
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Votes For
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Votes Against
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Abstentions
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Broker non-votes
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Catherine Ford Corrigan Ph.D.
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22,320,880
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121,145
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4,290
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2,540,011
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Paul Johnston, Ph.D.
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22,282,866
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159,086
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4,363
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2,540,011
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Carol Lindstrom
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22,313,621
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120,869
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11,825
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2,540,011
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Karen Richardson
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22,316,404
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118,086
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11,825
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2,540,011
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John Shoven, Ph.D.
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22,134,404
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299,886
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12,025
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2,540,011
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Debra Zumwalt
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22,294,692
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139,798
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11,825
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2,540,011
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Proposal Two: Ratification of KPMG as our Independent Registered
Public Accountants for Fiscal 2018
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, 2018. The results of the vote
were as follows:
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For
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24,800,177
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Against
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178,634
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Abstentions
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7,515
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Proposal Three: Approval of Amendment of the Company’s
Certificate of Incorporation to Change the Number of Authorized Shares of Common Stock
Our stockholders approved an amendment to our Certificate of
Incorporation to change the number of authorized shares of common stock to 120,000,000. The results of the vote were as follows:
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For
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24,888,894
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Against
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84,504
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Abstentions
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12,928
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Proposal Four: Approval of Amendment of the Company’s
Certificate of Incorporation to Effect a Two-For-One Stock Split
Our stockholders voted to amend our Certificate of Incorporation
to effect a two-for-one stock split The results of the vote were as follows:
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For
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24,623,862
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Against
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352,782
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Abstentions
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9,682
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Proposal Five: Advisory Vote on Executive Compensation for
Fiscal 2017
Our stockholders approved, on an advisory basis, the fiscal
2017 compensation of our named executive officers in accordance with SEC rules. The results of the vote were as follows:
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For
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21,839,690
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Against
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575,856
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Abstentions
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30,769
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Broker non-votes
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2,540,011
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Item 9.01
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Financial Statements and Exhibits
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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.
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EXPONENT, INC.
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By:
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/s/ Richard L. Schlenker
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Name:
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Richard L. Schlenker
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Title:
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Executive Vice President, Chief Financial Officer, and Corporate Secretary
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Date: May 31, 2018
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
EXPONENT, INC.
Exponent, Inc. (the “Corporation”),
a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST
: Paragraph (A) of Article Fourth
of the Corporation’s Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
“(A) This Corporation is authorized
to issue two classes of stock, preferred stock and common stock. The authorized number of shares of capital stock is One Hundred
Twenty-Two Million (122,000,000) shares, of which the authorized number of shares of preferred stock is Two Million (2,000,000)
and the authorized number of shares of common stock is One Hundred Twenty Million (120,000,000). The stock, whether preferred stock
or common stock, shall have a par value of one-tenth of one cent ($0.001) per share. Effective as of 5:00 p.m. Eastern Time on
the date this Certificate of Amendment of the Restated Certificate of Incorporation of the Corporation is filed with the Secretary
of State of Delaware, each one (1) share of common stock of this Corporation outstanding, and each one (1) share of common stock
held in this Corporation’s treasury, shall, automatically and without any action on the part of the respective holders thereof,
be reclassified, converted and changed into two (2) fully paid and nonassessable shares of common stock, par value of one-tenth
of one cent ($0.001) per share, of this Corporation.”
SECOND
: The foregoing amendment to
the Corporation’s Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF
, the Corporation
has caused this Certificate of Amendment to be signed by its duly authorized officer this 31st day of May 2018.
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EXPONENT, INC.
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By:
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/s/ Richard L. Schlenker
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Richard L. Schlenker
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Executive Vice President, Chief Financial Officer, and
Corporate Secretary
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Exhibit 99.1
Exponent Announces Executive Transition
Board of Directors appoints Catherine
Corrigan as Chief Executive Officer
and Paul R. Johnston as Executive Chairman
MENLO PARK, CA, May 31, 2018 - Exponent, Inc. (NASDAQ: EXPO)
today announced that its Board of Directors appointed Dr. Catherine Corrigan, 49, as its Chief Executive Officer and President,
and Dr. Paul R. Johnston, 64, as its Executive Chairman at its Board meeting on May 31, 2018. Additionally, Dr. John B. Shoven,
71, was appointed Lead Independent Director. These changes are consistent with the executive transition plan previously announced
on December 7, 2017.
Dr. Corrigan joined Exponent 21 years ago and has assumed increasingly
responsible positions over time. Most recently as President, she was responsible for management of all the Company’s consulting
groups and business development activities. She was previously Group Vice President of the Transportation Group and joined the
Company’s Operating Committee in 2012. Dr. Corrigan moved to the Menlo Park office in 2016. She obtained her Ph.D. in Medical
Engineering and Medical Physics and her M.S. in Mechanical Engineering from the Massachusetts Institute of Technology, and her
B.S.E. in Bioengineering from the University of Pennsylvania.
Dr. Johnston said, “It is with great confidence and pleasure
that I transition the chief executive role to Catherine. She has demonstrated tremendous leadership as she has risen through the
organization. Catherine has earned the respect of our employees and clients. She is the right person to lead our firm into the
future. I look forward to supporting Catherine, the Board of Directors, and the rest of the leadership team at Exponent in my new
role.”
Exponent’s Lead Independent Director, Dr. Shoven, said,
“On behalf of shareholders and the Board, I would like to thank Paul for his nine years of contributions as CEO of Exponent
and we look forward to working with him as our Executive Chairman. During his tenure, the Firm has strengthened its market position,
leading to sustained organic growth, improved margins, and meaningful growth in shareholder value.”
Dr. Corrigan said, “I appreciate the Board’s confidence
in me. I am excited to lead Exponent as we engage the brightest scientists and engineers to empower clients with solutions for
a safe, healthy, sustainable and technologically complex world. We will continue to evolve our interdisciplinary teams to expand
our differentiated market position and capitalize on new opportunities. I look forward to working with all of our stakeholders.”
About Exponent
Exponent is an engineering and scientific consulting firm providing
solutions to complex problems. Exponent's interdisciplinary organization of scientists, physicians, engineers, and business consultants
draws from more than 90 technical disciplines to solve the most pressing and complicated challenges facing stakeholders today.
The firm leverages over 50 years of experience in analyzing accidents and failures to advise clients as they innovate their technologically
complex products and processes, ensure the safety and health of their users, and address the challenges of sustainability.
Exponent may be reached at (888) 656-EXPO, info@exponent.com,
or www.exponent.com.
This news release contains, and incorporates by reference, certain
"forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995, and the
rules promulgated pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended) that
are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the
Company's management. When used in this document and in the documents incorporated herein by reference, the words “intend,”
"anticipate," "believe," "estimate," "expect" and similar expressions, as they relate to
the Company or its management, identify such forward-looking statements. Such statements reflect the current views of the Company
or its management with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or
more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company's actual results,
performance, or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements.
Factors that could cause or contribute to such material differences include the possibility that the demand for our services may
decline as a result of changes in general and industry specific economic conditions, the timing of engagements for our services,
the effects of competitive services and pricing, the absence of backlog related to our business, our ability to attract and retain
key employees, the effect of tort reform and government regulation on our business, and liabilities resulting from claims made
against us. Additional risks and uncertainties are discussed in our Annual Report on Form 10-K under the heading "Risk Factors"
and elsewhere in the report. The inclusion of such forward-looking information should not be regarded as a representation by the
Company or any other person that the future events, plans, or expectations contemplated by the Company will be achieved. The Company
undertakes no obligation to release publicly any updates or revisions to any such forward-looking statements.
Source: Exponent, Inc.
Exhibit 99.2
Exponent Announces Two-for-One Stock Split
MENLO PARK, Calif., May 31, 2018 Exponent, Inc. (Nasdaq:EXPO)
today announced that its stockholders have approved a two-for-one stock split of its common stock and a change in the number of
authorized shares of common stock to 120 million. On June 7, 2018, each stockholder of record at the close of business on May 31,
2018 will receive one additional share of common stock for every outstanding share of common stock held. Upon completion of the
stock split, Exponent will have approximately 52 million shares of common stock outstanding.
About Exponent
Exponent is an engineering and scientific consulting firm providing
solutions to complex problems. Exponent's interdisciplinary organization of scientists, physicians, engineers, and business consultants
draws from more than 90 technical disciplines to solve the most pressing and complicated challenges facing stakeholders today.
The firm leverages over 50 years of experience in analyzing accidents and failures to advise clients as they innovate their technologically
complex products and processes, ensure the safety and health of their users, and address the challenges of sustainability.
Exponent may be reached at (888) 656-EXPO, info@exponent.com,
or www.exponent.com.
This news release contains, and incorporates by reference, certain
"forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995, and the
rules promulgated pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended) that
are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the
Company's management. When used in this document and in the documents incorporated herein by reference, the words “intend,”
"anticipate," "believe," "estimate," "expect" and similar expressions, as they relate to
the Company or its management, identify such forward-looking statements. Such statements reflect the current views of the Company
or its management with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or
more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company's actual results,
performance, or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements.
Factors that could cause or contribute to such material differences include the possibility that the demand for our services may
decline as a result of changes in general and industry specific economic conditions, the timing of engagements for our services,
the effects of competitive services and pricing, the absence of backlog related to our business, our ability to attract and retain
key employees, the effect of tort reform and government regulation on our business, and liabilities resulting from claims made
against us. Additional risks and uncertainties are discussed in our Annual Report on Form 10-K under the heading "Risk Factors"
and elsewhere in the report. The inclusion of such forward-looking information should not be regarded as a representation by the
Company or any other person that the future events, plans, or expectations contemplated by the Company will be achieved. The Company
undertakes no obligation to release publicly any updates or revisions to any such forward-looking statements.
Source: Exponent, Inc.