8-K

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): August 17, 2015

EXA CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35584	04-3139906
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

55 Network Drive, Burlington, Massachusetts 01803

(Address of principal executive offices) (Zip Code)

(781) 564-0200

(Registrant’s telephone number, including area code)

Not Applicable

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 17, 2015, the Board of Directors (the “Board”) of Exa Corporation (the “Company”) appointed Mark Fusco to serve as a Class I Director for a term expiring at the Company’s 2016 annual meeting of stockholders. The Board determined that Mr. Fusco is “independent” under the independence standards of the NASDAQ Global Market.

In connection with his appointment to the Board, Mr. Fusco will receive an option to purchase 15,384 shares of our common stock at an exercise price of $10.74 per share, which was the closing price per share of our common stock on August 17, 2015, as reported on the NASDAQ Global Market. Pursuant to our compensation policy for non-employee directors, Mr. Fusco will also receive a cash fee of $29,167, to be paid quarterly in arrears, and an equity grant of 3,880 restricted stock units that has a fair market value on the date of grant equal to $41,667, which represent the annual cash fee and annual equity grant of restricted stock units that we pay to our non-employee directors, prorated to reflect Mr. Fusco’s partial year of service during the current fiscal year.

Our press release announcing the election of Mr. Fusco is attached as Exhibit 99.1 to this Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1. Press Release, dated August 19, 2015, entitled “Exa Announces the Addition of Mark Fusco to its Board of Directors.”

2

SIGNATURES

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 thereunto duly authorized.

EXA CORPORATION
By:	/s/ Stephen A. Remondi
	Stephen A. Remondi
	Chief Executive Officer and President

Date: August 19, 2015

3

Exhibit Index

Exhibit Number	Description
99.1	Press Release, dated August 19, 2015, entitled “Exa Announces the Addition of Mark Fusco to its Board of Directors.”

4

EX-99.1

Exhibit 99.1

PRESS RELEASE

EXA ANNOUNCES THE ADDITION OF MARK FUSCO TO ITS BOARD OF DIRECTORS

BURLINGTON, MA, USA [DATE August 19, 2015] Exa Corporation, a global innovator of simulation software for product engineering, today announced the appointment of Mark Fusco to its Board of Directors.

Jack Shields, Exa’s Chairman of the Board commented, “We are pleased to welcome Mark to our Board of Directors. He has a wealth of executive management, operational and board experience in software businesses that will be a great asset to accelerating Exa’s growth strategy.”

Mr. Fusco has held multiple executive leadership positions including, most recently, the position of President and CEO at Aspen Technology, Inc., a provider of simulation software and services for companies in the process industries to optimize their engineering, manufacturing, and supply chains. Under his tenure, Aspen Technology delivered a dramatic increase in shareholder value. In addition, Mr. Fusco has held executive management positions at Ajilon Consulting and Software Quality Partners.

Mr. Fusco remarked, “I am impressed with the technology leadership position Exa has established at leading ground transportation and heavy equipment manufacturers globally. I see a great deal of potential in the business to scale and I look forward to working with Steve Remondi and the Board to chart the path to leverage the company’s strengths.”

Exa’s President and CEO, Stephen Remondi, commented, “Combining Mark’s experience in building a highly successful vertical market–focused software company with his competitive drive positions him to help the company develop strategies to maximize our growth and earnings potential. I am pleased to have the opportunity to collaborate with Mark and eagerly anticipate the positive impact he will have on the company.”

Mr. Fusco holds an MBA from Harvard Business School and a BA from Harvard College. He is currently also on the Board of Directors at Dyn, Black Duck Software, and Viewpoint.

About Exa Corporation

Exa (NASDAQ:EXA; www.exa.com) Corporation’s simulation and visualization software predicts the real world performance of products early in the design process. Every day engineers and

5

designers rely on Exa’s highly accurate results to gain actionable insights to refine their designs. Engineering teams have the freedom to explore new creative solutions, make smart tradeoffs, and move to production with complete confidence.

Leading manufacturers trust Exa’s suite of proven aerodynamic, thermal management and acoustics simulation solutions to reduce the reliance on expensive physical prototypes and late stage design failures while optimizing the quality and performance of their products. Some of the most successful product companies in the world use Exa, including BMW, Ford, Hyundai, Jaguar Land Rover, Kenworth, MAN, Mitsubishi Motors, Nissan, Peterbilt, Renault, Scania, Toyota, Volkswagen and Volvo Trucks.

Founded in 1991, the company is headquartered at 55 Network Drive, Burlington, MA, USA 01803. Tel: 1.781.564.0200; Fax: 1.781.564.0299; Email: info@exa.com; URL: www.exa.com; NASDAQ:EXA

For media enquiries, please contact:

UK: James Parsons Tel: +44 1622 766526 E-mail: james.parsons@pfpr.com

US: Cole Quinnell Tel: +1 248 877 0590 Email: cole.quinnell@pfpr.com

Germany: David Plaettner Tel: +49 6971 0475 349 Email: david.plaettner@pfpr.com

6