Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a)

On March 31, 2009, the Board approved the amendment of the Company's Amended and Restated Bylaws as set forth in the Certificate of Amendment of Amended and Restated Bylaws (a copy of which is attached hereto as Exhibit 3.2(ii)), to set the authorized number of directors between five (5) and eight (8) as shall be determined by a majority of the Board or by the affirmative vote of the holders of a majority of the total voting power of all outstanding shares of voting stock of the Corporation, effective immediately. The Board has determined to set the size of the Board at seven (7) beginning at the Company's next annual meeting.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 3.2(ii) Certificate of Amendment of Amended and Restated Bylaws of Exponent, Inc.

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