EXA CORPORATION (NASDAQ:EXA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Adoption of the Exa Corporation 2017 Stock Incentive
Plan

At our 2017 Annual Meeting of Stockholders held on June15, 2017,
our stockholders approved the Exa Corporation 2017 Stock
Incentive Plan, or the 2017 Plan. The 2017 Plan provides for,
among other things, the issuance of up to 1,400,000 shares of our
common stock, plus (i)the number of shares under our Amended and
Restated 2011 Stock Incentive Plan, or the Prior Plan, that
remain available for grant and (ii)an additional number of shares
equal to (A)the number of shares subject to awards granted under
the Prior Plan that are, following the effectiveness of the 2017
Plan, forfeited, cancelled, settled without the issuance of
stock, or otherwise terminated (other than by exercise),
(B)shares issued to any unvested award that we reacquire at not
more than the grantees purchase price, and (C)shares of stock
that are tendered to us or withheld by us in satisfaction of the
exercise price of an option granted under the Prior Plan or
satisfaction of tax withholding obligations with respect to any
award granted under the Prior Plan.

Adoption of the French Sub-plan of the 2017 Plan

At the annual meeting of stockholders, our stockholders also
approved the French Sub-plan of the 2017 Plan, or the French
Sub-plan. The French Sub-plan operates under the 2017 Plan and is
intended to govern awards made to individuals who are subject to
taxation or the social security scheme under French law.

We incorporate herein by reference the descriptions of the
material terms of the 2017 Plan and the French Sub-plan appearing
under the headings Proposal 2: Approval of 2017 Stock Incentive
Plan and Proposal 3: Approval of French Sub-plan of the 2017
Stock Incentive Plan, respectively, in our definitive proxy
statement dated as of April28, 2017.

Item5.07. Submission of Matters to a Vote of Security
Holders.

At our 2017 Annual Meeting of Stockholders, four proposals were
submitted to our stockholders. The holders of 14,308,519 shares
of common stock were present or represented by proxy at the
meeting. The proposals are described in detail in our definitive
proxy statement dated April28, 2017. The final results for the
votes for each proposal are set forth below.

At the annual meeting, John J. Shields, III was elected as a
Class II Director, to serve a three-year term expiring at the
2020 Annual Meeting of Stockholders. The votes cast in the
election were as follows:

At the annual meeting, our stockholders also approved the 2017
Plan, approved the French Sub-plan, and ratified the appointment
of PricewaterhouseCoopers LLP as our independent registered
public accounting firm for our fiscal year ending January31,
2018. The votes cast on these proposals were as follows:

About EXA CORPORATION (NASDAQ:EXA)

Exa Corporation develops, sells and supports simulation software and services that manufacturers use in design and engineering processes. The Company focuses primarily on the ground transportation market, including manufacturers in the passenger vehicle, highway truck, off-highway vehicle and train markets, as well as their suppliers. Its product, PowerFLOW, is a software solution for simulating fluid flow problems, including aerodynamics, thermal management and aeroacoustics, or wind noise. PowerFLOW uses its Digital Physics technology that enables it to predict fluid flows. PowerFLOW directly simulates unpredictable turbulent scales. The PowerFLOW software suite includes the simulation engine and grid generation engine, along with pre- and post-processing software products. The software is delivered in client/server architecture, or through its cloud-based offering, ExaCLOUD. With the ExaCLOUD solution, various client features and functions are accessed through a Web browser.