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): May 14, 2014

EXA CORPORATION

(Exact Name of Registrant as Specified in Charter)

55 Network Drive, Burlington, Massachusetts 01803

(Address of principal executive offices) (Zip Code)

(781) 564-0200

(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 (see General Instruction A.2. below).

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

On May 14, 2014, the Compensation Committee of our Board of Directors established performance criteria and goals for, and target and maximum amounts payable under, our Fiscal Year 2015 Annual Incentive Plan (the “Plan”), as previously described in our Current Report on Form 8-K dated April 29, 2014, for Stephen Sarno, our Vice President of Finance, Chief Accounting Officer and Interim Chief Financial Officer.

The amount payable under the Plan to Mr. Sarno is based on the achievement of corporate and personal performance goals as follows:

The target bonus amount for Mr. Sarno of $100,000 represents the amount to be paid assuming 100% attainment of the Company financial performance targets and the Compensation Committee’s determination that Mr. Sarno’s individual performance in fiscal year 2015 met the committee’s expectations. The range of the actual bonus amount awarded will be between zero and up to $160,000, to the extent that actual performance varies from the targeted levels set forth in the Plan. In determining the extent to which the corporate performance goals have been achieved, the Compensation Committee may make adjustments to our consolidated fiscal year 2015 revenue and fiscal year 2015 adjusted EBITDA to include or exclude special or unusual items such as restructuring-related expense, acquisition-related expense, gain or loss on disposition of businesses, non-recurring royalty payments, impairments of acquisition-related intangible assets, deferred tax adjustments, asset write-offs, write-downs and impairment charges, significant unforeseen legal costs or settlements and such other similar non-cash or non-recurring items as the Compensation Committee may determine in its sole discretion. In making any such adjustments the Committee will be guided by the principle that our compensation practices should not have the effect of deterring our employees from taking actions that are beneficial for our company and stockholders because they might decrease the employees’ bonus payments, nor should they encourage employees to take actions that are detrimental to our company and stockholders because they might increase employees’ bonus payments. In order to be entitled to receive any payment under the Plan, Mr. Sarno must continue to be employed by us at the time such amounts are determined and paid.

For purposes of the Plan, fiscal year 2015 revenue and fiscal year 2014 adjusted EBITDA will be calculated using the assumed rates of exchange for fiscal year 2015, which were utilized by the Company in preparing its fiscal year 2015 budget. We define adjusted EBITDA as net income, excluding depreciation and amortization, interest expense, loss on extinguishment of debt, other income (expense), foreign exchange gain (loss), benefit (provision) for income taxes and stock-based compensation expense.

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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.

Date: May 20, 2014

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