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 28, 2015

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 3.03           Material Modification of Rights of Security Holders.

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

On May 28, 2015, 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 and preferred stock to 80 million and 2 million, respectively, 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 28, 2015.

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.

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

On May 28, 2015, we held our annual meeting of stockholders. A total of 12,987,319 shares of our common stock were outstanding as of April 1, 2015, 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		10,966,307		116,163		1,378		1,332,397
Paul R. Johnston, Ph.D.		10,970,168		111,802		1,878		1,332,397
Karen A. Richardson		11,046,879		33,855		3,114		1,332,397
Stephen C. Riggins		10,970,231		111,213		2,404		1,332,397
John B. Shoven, Ph.D.		10,947,105		134,385		2,358		1,332,397
Debra L. Zumwalt		10,997,151		83,945		2,752		1,332,397

Proposal Two: Ratification of KPMG as our Independent Registered Public Accountants for Fiscal 2015

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, 2016. The results of the vote were as follows:

For	12,352,099
Against	61,981
Abstentions	2,165

Proposal Three: Amendment of the Company’s Certificate of Incorporation to Change the Number of Authorized Shares of Capital Stock

Our stockholders approved an amendment of the Company’s certificate of incorporation to change the number of authorized shares of common stock and preferred stock to 80 million and 2 million, respectively. The results of the vote were as follows:

For	11,038,493
Against	43,955
Abstentions	1,400
Broker non-votes	1,332,397

Proposal Four: Amendment of the Company’s Certificate of Incorporation to Effect a Two-For-One Stock Split

Our stockholders approved an amendment of the Company’s certificate of incorporation to effect a two-for-one stock split. The results of the vote were as follows:

For	10,826,925
Against	255,448
Abstentions	1,475
Broker non-votes	1,332,397

Proposal Five: Advisory Vote on Executive Compensation for Fiscal 2014

Our stockholders approved, on an advisory basis, the fiscal 2014 compensation of our named executive officers in accordance with SEC rules. The results of the vote were as follows:

For	10,998,505
Against	49,035
Abstentions	36,308
Broker non-votes	1,332,397

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

3.1 Certificate of Amendment of Restated Certificate of Incorporation

99.1 Press release dated May 28, 2015, announcing a two-for-one stock split

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:	Executive Vice President, Chief Financial Officer, and Corporate Secretary

Date: May 28, 2015

EX-3.1

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 Eighty-Two Million (82,000,000) 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 Eighty Million (80,000,000). 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 28th day of May 2015.

EXPONENT, INC.
By:	/s/ Richard L. Schlenker
Richard L. Schlenker
Executive Vice President, Chief Financial Officer, and Corporate Secretary

EX-99.1

Exhibit 99.1

Exponent Announces Two-for-One Stock Split

MENLO PARK, Calif., May 28, 2015 - 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 and preferred stock to 80 million and 2 million, respectively. On June 4, 2015, each stockholder of record at the close of business on May 28, 2015 will receive one additional share of common stock for every outstanding share of common stock held. Upon the completion of the stock split, Exponent will have approximately 26 million shares of common stock outstanding.

About Exponent 

Exponent is an engineering and scientific consulting firm providing solutions to complex problems. Exponent's multidisciplinary organization of scientists, physicians, engineers, and business consultants brings together more than 90 technical disciplines to address complicated issues facing industry and government today. The firm has been best known for analyzing accidents and failures to determine their causes, but in recent years it has become more active in assisting clients with human health, environmental and engineering issues associated with new products to help prevent problems in the future.

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 thereto under) 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. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. When used in this document and in the documents incorporated herein by reference, the words "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.