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Exponent, Inc. (NASDAQ:EXPO) Files An 8-K Submission of Matters to a Vote of Security Holders

Exponent, Inc. (NASDAQ:EXPO) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders

On June 1, 2017, we held our annual meeting of stockholders. A
total of 25,871,157 shares of our common stock were outstanding
as of April 4, 2017, 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 Michael Gaulke, Paul Johnson, Ph.D.,
Carol Lindstrom, Karen Richardson, John Shoven, Ph.D., and Debra
Zumwalt. The results of the vote were as follows:

Votes For Votes Against Abstentions Broker non-votes
Michael Gaulke 22,678,751 99,995 22,788 2,381,362
Paul Johnston, Ph.D. 22,752,246 39,604 9,684 2,381,362
Carol Lindstrom 22,745,869 46,181 9,484 2,381,362
Karen Richardson 22,741,558 49,721 10,255 2,381,362
John Shoven, Ph.D. 22,632,499 157,235 11,800 2,381,362
Debra Zumwalt 22,737,198 54,817 9,519 2,381,362

Proposal Two: Ratification of KPMG as our Independent
Registered Public Accountants for Fiscal 2017

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 29, 2017. The
results of the vote were as follows:

For 25,068,549
Against 111,878
Abstentions 2,469

Proposal Three: Advisory Vote on Executive Compensation for
Fiscal 2016

Our stockholders approved, on an advisory basis, the fiscal 2016
compensation of our named executive officers in accordance with
SEC rules. The results of the vote were as follows:

For 22,204,330
Against 563,073
Abstentions 34,131
Broker non-votes 2,381,362

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 19,032,297
Two years 52,257
Three years 3,702,866
Abstain 14,114

Proposal Five: Approval of Amendment of the Amended and
Restated 2008 Equity Incentive Plan

Our stockholders voted to amend our Amended and Restated 2008
Equity Incentive Plan to increase the maximum number of shares of
our common stock issuable under the plan to 5,928,150 shares. The
results of the vote were as follows:

For 22,517,639
Against 267,172
Abstentions 16,723
Broker non-votes 2,381,362

Proposal Six: Approval of Amendment of the 2008 Employee
Stock Purchase Plan

Our stockholders voted to amend our 2008 Employee Stock Purchase
Plan to increase the maximum number of shares of our common stock
issuable under the plan to 600,000 shares. The results of the
vote were as follows:

For 22,749,047
Against 37,577
Abstentions 14,910
Broker non-votes 2,381,362

Item 8.01. Other Events

On June 1, 2017, our Board of Directors appointed Karen
Richardson as Audit Committee Chairperson. The Board of Directors
also determined that Karen Richardson and John Shoven are audit
committee financial experts as such term is defined by applicable
SEC regulations and the NASDAQ Global Select Market rules.

About Exponent, Inc. (NASDAQ:EXPO)
Exponent, Inc., along with its subsidiaries, is a science and engineering consulting company. The Company operates through two segments: Engineering and Other Scientific, and Environmental and Health. Its Engineering and Other Scientific segment includes biomechanics, biomedical engineering, buildings and structures, civil engineering, construction consulting, electrical engineering and computer science, engineering management consulting, human factors, industrial structures, materials and corrosion engineering, mechanical engineering, polymer science and materials chemistry, technology development, thermal sciences and vehicle analysis services. Its Environmental and Health segment includes chemical regulation and food safety; ecological and biological sciences; environmental and earth sciences; epidemiology, biostatistics and computational biology; occupational and environmental health risk assessment, and toxicology and mechanistic biology. Exponent, Inc. (NASDAQ:EXPO) Recent Trading Information
Exponent, Inc. (NASDAQ:EXPO) closed its last trading session up +1.00 at 60.40 with 153,692 shares trading hands.

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