0001144204-11-033906.txt : 20110603 0001144204-11-033906.hdr.sgml : 20110603 20110603161108 ACCESSION NUMBER: 0001144204-11-033906 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110602 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110603 DATE AS OF CHANGE: 20110603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXPONENT INC CENTRAL INDEX KEY: 0000851520 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 770218904 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18655 FILM NUMBER: 11892363 BUSINESS ADDRESS: STREET 1: EXPONENT INC STREET 2: 149 COMMONWEALTH DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-326-9400 MAIL ADDRESS: STREET 1: EXPONENT INC STREET 2: 149 COMMONWEALTH DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: FAILURE GROUP INC DATE OF NAME CHANGE: 19930831 8-K 1 v224884_8k.htm

 
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) June 2, 2011
 
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 June 2, 2011, we held our annual meeting of stockholders.  A total of 14,029,158 shares of our common stock were outstanding as of April 6, 2011, 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 Withheld
    
Broker non-votes
  
Samuel H. Armacost
     11,876,190       146,692       1,208,314  
Mary B. Cranston
     10,860,729       1,162,153       1,208,314  
Leslie G. Denend, Ph.D.
     11,928,247       94,635       1,208,314  
Michael R. Gaulke
     11,901,979       120,903       1,208,314  
Paul R. Johnston, Ph.D.
     11,907,294       115,588       1,208,314  
Stephen C. Riggins
     11,949,114       73,768       1,208,314  
John B. Shoven, Ph.D.
     11,926,715       96,167       1,208,314  

 
Proposal Two: Ratification of KPMG as our Independent Registered Public Accountants for Fiscal 2010

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 30, 2011.  The results of the vote were as follows:
 
For
13,126,018
Against
101,779
Abstentions
3,399

 
Proposal Three: Advisory Vote on Executive Compensation for Fiscal 2010

Our stockholders approved, on an advisory basis, the fiscal 2010 compensation of our named executive officers in accordance with SEC rules. The results of the vote were as follows:
 
For
11,939,323
Against
76,316
Abstentions
7,243
Broker non-votes
1,208,314

 
Proposal Four: Advisory Vote on Frequency of Stockholder Advisory Votes on Executive Compensation

Our stockholders selected a frequency of one year, on an advisory basis, to conduct an advisory vote on our named executive officer compensation.  The results of the vote were as follows:
 
One year
10,777,246
Two years
8,962
Three years
1,225,121
Abstain
11,553
 
 
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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.
 
       
 
EXPONENT, INC.
     
 
By:
  
/s/ Richard L. Schlenker
 
Name:
  
Richard L. Schlenker
 
Title:
  
Chief Financial Officer
 
Date: June 3, 2011
 
 
 
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