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): December 7, 2017
Exponent, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-18655 | 77-0218904 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 149 Commonwealth Drive, Menlo Park, CA 94025 |
| (Address of Principal Executive Offices) (Zip Code) |
(650) 326-9400
(Registrant's telephone number, including area code)
(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: | ||
| [ ] | 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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
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. [ ]
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 7, 2017, Exponent, Inc. announced that its Board of Directors intends to appoint Dr. Catherine Ford Corrigan, 49, currently Exponent’s President, as its Chief Executive Officer and President at its Board meeting following the annual shareholder meeting on May 31, 2018. Exponent’s current Chief Executive Officer, Dr. Paul R. Johnston, 64, is expected to become Chairman of the Board of Directors at that time. In addition, to assist in the transition, he will continue in an executive role on a half-time basis for twelve months. Michael R. Gaulke, currently Exponent’s Chairman of the Board of Directors, will not stand for re-election at the annual shareholder meeting on May 31, 2018. Mr. Gaulke’s decision not to stand for re-election is not based on a disagreement with the Company. Exponent’s Board of Directors intends to appoint Dr. John B. Shoven, 70, as Lead Independent Director following the annual shareholder meeting on May 31, 2018. A copy of the press release announcing the executive transition plan is attached hereto as Exhibit 99.1 and incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
99.1 Press release dated December 7, 2017.
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 hereunto duly authorized.
| Exponent, Inc. | ||
| Date: December 7, 2017 | By: | /s/ Richard L. Schlenker |
| Richard L. Schlenker | ||
| Executive Vice President, Chief Financial Officer, and Corporate Secretary | ||
EXHIBIT 99.1
Exponent Announces 2018 Succession Plan
MENLO PARK, Calif., Dec. 07, 2017 (GLOBE NEWSWIRE) -- Exponent, Inc. (Nasdaq:EXPO) announced that its Board of Directors intends to appoint Exponent’s President, Dr. Catherine Ford Corrigan, 49, as its Chief Executive Officer and President at its board meeting following the annual shareholder meeting on May 31, 2018. Exponent’s current Chief Executive Officer, Dr. Paul R. Johnston, 64, is expected to become Chairman of the Board of Directors at that time. In addition, to assist in the transition, he will continue in an executive role on a half-time basis for twelve months. Exponent’s current Chairman of the Board of Directors, Michael R. Gaulke, 72, is planning to retire and will not stand for re-election in 2018. Additionally, Exponent’s Board of Directors intends to appoint Dr. John B. Shoven, 70, as Lead Independent Director in May.
Dr. Corrigan joined Exponent 21 years ago and has assumed increasingly responsible positions over time. Most recently as President, she is responsible for management of all of 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.”
Dr. Corrigan said, “I appreciate the Board’s confidence in me as the next CEO. 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.”
Mr. Gaulke said, “On behalf of shareholders and the Board, I would like to thank Paul for his leadership as COO between 2003 and 2009 and as CEO since then. Under Paul’s direction, the Firm’s market position has strengthened in reactive and proactive services, leading to sustained organic growth, improved margins and meaningful growth in shareholder value. Exponent is an outstanding organization and it has been a privilege to help lead its evolution over the past 25 years.”
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 10K 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.