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 June 23, 2021, at a special meeting of
shareholders (the "Special Meeting") of Simulations Plus, Inc. (the "Company"),
the Company's shareholders approved the adoption of the Company's new 2021
Equity Incentive Plan (the "2021 Plan"). The 2021 Plan replaces the Company's
2017 Equity Incentive Plan. The 2021 Plan was previously approved, subject to
shareholder approval, by the Board of Directors of the Company on April 9, 2021.
Additional information regarding the 2021 Plan, including a summary of the
material terms of the 2021 Plan, is set forth in the Company's Proxy Statement
on Schedule 14A (the "Proxy Statement") filed by the Company with the Securities
and Exchange Commission (the "Commission") on May 11, 2021, and those
supplements to the Proxy Statement filed by the Company with the Commission on
June 8, 2021, June 10, 2021 and June 11, 2021, respectively. Such information
and the foregoing description of the 2021 Plan do not purport to be complete and
are qualified in their entirety by reference to the full text of the 2021 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 June 23, 2021, the Company held the Special Meeting. At the Special Meeting,
16,030,421 of the Company's 20,114,775 issued and outstanding shares of common
stock entitled to vote, or approximately 80%, were represented by proxy.
The final voting results on the sole proposal presented for shareholder approval
at the Special Meeting were as follows:
Proposal: To approve the adoption of the 2021 Plan. This proposal was approved
based on the following votes:
Votes Votes Votes Broker-Non
Votes For Against Abstaining Withheld votes
14,974,837 1,041,278 14,306 - -
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Simulation Plus, Inc. 2021 Equity Incentive Plan (incorporated by
reference to the Current Report on Form 8-K filed by Simulations Plus, Inc.
on June 8, 2021).
2
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