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 the earliest event reported)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on February 9, 2023, at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Simulations Plus, Inc. (the “Company”), the Company’s shareholders approved an amendment (the “Plan Amendment”) to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of common stock authorized for issuance thereunder from 1,300,000 shares to 1,550,000 shares. The Plan Amendment was previously approved by the Board of Directors (the “Board”) of the Company, subject to stockholder approval, on October 20, 2022. The Plan Amendment became effective on February 9, 2023 following receipt of shareholder approval.
Additional information regarding the Plan Amendment is set forth in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 23, 2022, which information is incorporated herein by reference. Such information and the foregoing description of the Plan Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the First Amendment to 2021 Equity Incentive Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders:
On February 9, 2023, the Company held the Annual Meeting in a virtual format. At the Annual Meeting, 14,609,332 or approximately 72%, of the Company’s 20,313,755 issued and outstanding shares of common stock entitled to vote as of December 14, 2022, the record date for the Annual meeting, were represented by proxy. The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement and are incorporated by reference herein.
The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:
1. Proposal No. 1: To elect five individuals to serve on the Company’s Board until the next Annual Meeting of Shareholders of the Company or until their successors are duly elected and qualified, subject to prior death, resignation, or removal.
The votes were cast for this matter as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-votes | ||||||||
| Walter Woltosz | 13,179,230 | 130,425 | 1,299,677 | ||||||||
| Dr. John K. Paglia | 13,235,676 | 73,979 | 1,299,677 | ||||||||
| Sharlene Evans | 13,226,141 | 83,514 | 1,299,677 | ||||||||
| Dr. Daniel Weiner | 13,234,805 | 74,850 | 1,299,677 | ||||||||
| Lisa LaVange | 13,228,618 | 81,037 | 1,299,677 | ||||||||
As a result, each of the foregoing individuals were elected to serve as directors on the Company’s Board until the next Annual Meeting of Shareholders of the Company or until their successors are duly elected and qualified, subject to prior death, resignation, or removal.
2. Proposal No. 2: To ratify the selection of Rose, Snyder & Jacobs LLP as the independent registered public accounting firm for the Company for the fiscal year ending August 31, 2023. This proposal was approved based upon the following votes:
| Votes For | Votes Against | Votes Abstaining | ||||||
| 14,559,325 | 33,568 | 16,439 | ||||||
3. Proposal No. 3: To approve an amendment to the 2021 Plan to increase the number of shares authorized for issuance thereunder from 1,300,000 shares to 1,550,000 shares of common stock of the Company. This proposal was approved based upon the following votes:
| Votes For | Votes Against | Votes Abstaining | ||||||
| 12,453,721 | 831,073 | 24,861 | ||||||
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4. Proposal No. 4: To approve on an advisory, nonbinding basis, name executive officer compensation. This proposal was approved based upon the following votes:
| Votes For | Votes Against | Votes Abstaining | ||||||
| 12,638,735 | 640,930 | 29,990 | ||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 First Amendment to 2021 Equity Incentive Plan, of Simulations Plus, Inc., dated February 9, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
| SIMULATIONS PLUS, INC. | |||||
| Dated: February 13, 2023 | By: /s/ Will Frederick | ||||
| Will Frederick | |||||
| Chief Financial Officer | |||||
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