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

On February 19, 2009, Exponent announced that its Board of Directors intends to appoint Dr. Paul R. Johnston, 55, currently Exponent's President and Chief Operating Officer, as its Chief Executive Officer and President at its Board meeting following the annual shareholder meeting on May 28, 2009. Michael R. Gaulke, 63, will become Executive Chairman at that time and will continue in this role for twelve months. A copy of the press release announcing the executive transition plan is attached hereto as exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events

On February 19, 2009, Exponent announced that its Board of Directors has authorized an additional $25.1 million for the repurchase of Exponent's common stock. This brings the total amount currently available for repurchase to $35 million. Exponent may pursue such repurchases from time to time in the open market or privately negotiated transactions in compliance with the Securities and Exchange Commission's Rule 10b-18. A copy of the press release announcing the replenishment of the stock repurchase program is attached hereto as exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit Number Description 99.1 Press release announcing executive transition plan dated February 19, 2009 99.2 Press release announcing replenishment of stock repurchase program dated February 19, 2009

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