UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 5, 2025, we held our annual meeting of stockholders. A total of 50,757,382 shares of our common stock were outstanding as of April 9, 2025, 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 George H. Brown, Catherine Ford Corrigan, Ph.D., Paul R. Johnson, Ph.D., Carol Lindstrom, Karen A. Richardson, and Debra L. Zumwalt. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | Broker non-votes | |||||
| George H. Brown | 42,840,334 | 974,020 | 61,590 | 3,358,064 | ||||
| Catherine Ford Corrigan Ph.D. | 43,381,286 | 460,590 | 34,068 | 3,358,064 | ||||
| Paul R. Johnston, Ph.D. | 43,096,159 | 763,593 | 16,192 | 3,358,064 | ||||
| Carol Lindstrom | 42,691,896 | 1,153,780 | 30,268 | 3,358,064 | ||||
| Karen A. Richardson | 42,839,466 | 970,996 | 65,482 | 3,358,064 | ||||
| Debra L. Zumwalt | 42,555,744 | 1,254,718 | 65,482 | 3,358,064 |
The current members of the audit committee are now: George Brown (chair), Carol Lindstrom, Karen Richardson, and Debra Zumwalt. The current members of the nominating and corporate governance committee are now: Carol Lindstrom (chair), George Brown, Karen Richardson, and Debra Zumwalt. The current members of the human resources committee are now: Debra Zumwalt (chair), George Brown, Carol Lindstrom, and Karen Richardson. Karen Richardson has been appointed Lead Independent Director in accordance with the Amended and Restated Bylaws.
Proposal Two: Ratification of KPMG as our Independent Registered Public Accountants for Fiscal 2025
Our stockholders ratified our selection of KPMG LLP as our independent registered public accounting firm to audit our financial statements for the fiscal year ending January 2, 2026. The results of the vote were as follows:
| For | 46,682,392 | |
| Against | 530,816 | |
| Abstentions | 20,800 |
Proposal Three: Advisory Vote on Executive Compensation for Fiscal 2024
Our stockholders approved, on an advisory basis, the fiscal 2024 compensation of our named executive officers in accordance with SEC rules. The results of the vote were as follows:
| For | 41,974,151 | |
| Against | 1,851,126 | |
| Abstentions | 50,667 | |
| Broker non-votes | 3,358,064 |
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.
| EXPONENT, INC. | |||
| Date: June 10, 2025 | By: | /s/ Richard L. Schlenker | |
| Richard L. Schlenker | |||
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Executive Vice President, Chief Financial Officer, and Corporate Secretary | |||