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Exponent (NASDAQ: EXPO) posts 2026 shareholder votes, keeps KPMG and backs pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Exponent, Inc. reported the results of its annual meeting of stockholders held on June 4, 2026. A total of 48,614,692 shares of common stock were outstanding as of April 8, 2026, the record date.

Stockholders elected six directors: George H. Brown, Catherine Ford Corrigan, Ph.D., Carol Lindstrom, Karen A. Richardson, Richard L. Schlenker Jr., and Debra L. Zumwalt. Committee memberships were updated, and Karen Richardson was appointed Chairman of the Board. Stockholders also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending January 1, 2027, and approved on an advisory basis the fiscal 2025 compensation of named executive officers.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding 48,614,692 shares Common stock outstanding as of April 8, 2026 record date
Auditor ratification votes for 44,618,749 votes Votes for ratification of KPMG LLP
Auditor ratification votes against 471,604 votes Votes against ratification of KPMG LLP
Say-on-pay votes for 40,412,638 votes Advisory approval of fiscal 2025 executive compensation
Say-on-pay votes against 753,397 votes Votes against fiscal 2025 executive compensation
Say-on-pay broker non-votes 3,858,332 votes Broker non-votes on executive compensation proposal
Director votes for (example) 40,906,209 votes Votes for director Catherine Ford Corrigan, Ph.D.
broker non-votes financial
"Broker non-votes | 3,858,332"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"our independent registered public accounting firm to audit our financial statements"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote on executive compensation financial
"Proposal Three: Advisory Vote on Executive Compensation for Fiscal 2025"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
annual meeting of stockholders financial
"On June 4, 2026, we held our annual meeting of stockholders."
inspector of elections financial
"final voting results on each matter as reported by our inspector of elections."
An inspector of elections is an independent person or firm appointed to oversee and verify shareholder voting at corporate meetings, ensuring ballots and proxies are collected, validated and accurately counted. Like a neutral referee or scoreboard operator, they protect the integrity of votes that decide board members, mergers or other major actions, so investors can trust that outcomes reflect the true will of shareholders.
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Understanding 8-K Material Events →
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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 4, 2026

 

 

Exponent, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware 0-018655 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, Including Zip Code 

(650) 326-9400
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:

 

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

   Name of each exchange on which registered
Common Stock, par value $0.001 per share   EXPO   NASDAQ Global Select Exchange

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).

Emerging growth company ☐

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 4, 2026, we held our annual meeting of stockholders. A total of 48,614,692 shares of our common stock were outstanding as of April 8, 2026, 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., Carol Lindstrom, Karen A. Richardson, Richard L. Schlenker Jr. and Debra L. Zumwalt. The results of the vote were as follows:

 

      Votes For Votes Against Abstentions Broker non-votes
George H. Brown 40,348,799 865,450 32,958 3,858,332
Catherine Ford Corrigan Ph.D. 40,906,209 321,343 19,655 3,858,332
Carol Lindstrom 40,553,572 672,207 21,428 3,858,332
Karen A. Richardson 40,517,965 707,814 21,428 3,858,332
Richard L. Schlenker Jr.  40,502,584 723,664 20,959 3,858,332
Debra L. Zumwalt 40,263,696 961,322 22,189 3,858,332


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 Chairman of the Board of Directors.

 

Proposal Two: Ratification of KPMG as our Independent Registered Public Accountants for Fiscal 2026

 

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 1, 2027. The results of the vote were as follows:

 

For 44,618,749
   
Against 471,604
   
Abstentions 15,186


Proposal Three: Advisory Vote on Executive Compensation for Fiscal 2025

Our stockholders approved, on an advisory basis, the fiscal 2025 compensation of our named executive officers in accordance with SEC rules. The results of the vote were as follows:

 

For 40,412,638
   
Against 753,397
   
Abstentions 81,172
   
Broker non-votes 3,858,332

 


 

 

 

 

 

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, 2026 By: /s/ Eric Anderson
    Eric Anderson
    Chief Financial Officer

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Exponent (EXPO) stockholders vote on at the June 4, 2026 annual meeting?

Stockholders voted on three main items: electing six directors, ratifying KPMG LLP as independent auditors for the year ending January 1, 2027, and approving on an advisory basis the fiscal 2025 compensation of Exponent’s named executive officers.

How many Exponent (EXPO) shares were eligible to vote at the 2026 annual meeting?

A total of 48,614,692 shares of Exponent common stock were outstanding as of April 8, 2026, the record date. These shares were entitled to vote on director elections, auditor ratification, and the advisory executive compensation proposal at the annual meeting.

Were Exponent’s (EXPO) director nominees elected at the 2026 annual meeting?

Yes, all six nominees were elected. George H. Brown, Catherine Ford Corrigan, Ph.D., Carol Lindstrom, Karen A. Richardson, Richard L. Schlenker Jr., and Debra L. Zumwalt each received substantially more votes “For” than “Against,” with additional broker non-votes reported.

Did Exponent (EXPO) stockholders ratify KPMG as the independent auditor for fiscal 2026?

Yes. Stockholders ratified the selection of KPMG LLP as Exponent’s independent registered public accounting firm, with 44,618,749 votes “For,” 471,604 votes “Against,” and 15,186 abstentions, covering the fiscal year ending January 1, 2027.

How did Exponent (EXPO) stockholders vote on executive compensation for fiscal 2025?

Stockholders approved, on an advisory basis, the fiscal 2025 compensation of Exponent’s named executive officers. The vote results were 40,412,638 “For,” 753,397 “Against,” 81,172 abstentions, and 3,858,332 broker non-votes, reflecting overall support for the compensation program.

What board and committee leadership changes did Exponent (EXPO) disclose from the 2026 meeting?

Karen A. Richardson was appointed Chairman of the Board. The audit committee now includes George Brown (chair), Carol Lindstrom, Karen Richardson, and Debra Zumwalt. The nominating and corporate governance and human resources committees also had their memberships confirmed and chair roles designated.

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