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SIMULATIONS PLUS, INC.

(SLP)
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SIMULATIONS PLUS, INC. : Other Events (form 8-K)

06/10/2021 | 12:58pm EDT
Item 8.01 Other Events



On or about May 11, 2021, Simulations Plus, Inc., a California corporation (the "Company"), mailed a proxy statement (the "Proxy Statement") to its shareholders relating to a special meeting of the Company's shareholders (the "Special Meeting"), which Special Meeting is to be held on Wednesday, June 23, 2021, at 2:00 p.m. Pacific Time, virtually via live webcast through www.virtualshareholdermeeting.com/SLP2021. The Proxy Statement included a proposal to approve the Company's adoption of a new 2021 Equity Incentive Plan (the "2021 Plan").

As disclosed in the Current Report on Form 8-K and supplemental proxy materials filed with the Securities and Exchange Commission ("SEC") by the Company on June 8, 2021 (together, the "Supplemental Proxy Materials"), on June 3, 2021, Institutional Shareholder Services Inc. ("ISS") published a proxy analysis and vote recommendation for the Special Meeting (the "June 3 Recommendation"), which included an unfavorable recommendation from ISS with respect to the Company's adoption of the 2021 Plan. In response to the ISS recommendation to vote "against" the proposal to approve the 2021 Plan, on June 8, 2021, the Company revised the 2021 Plan to decrease the total number of shares of common stock authorized and reserved for issuance under the 2021 Plan from 2,100,000 shares (as originally proposed) to 1,300,000 shares (as revised, the "Revised 2021 Plan"). The Company made no other changes to the 2021 Plan.

On June 9, 2021, after reviewing the Supplemental Proxy Materials filed with the SEC, ISS published an updated proxy analysis and vote recommendation for the Special Meeting (the "June 9 Recommendation"). Although ISS' analysis regarding the advisability of adopting the Revised 2021 Plan was significantly more favorable to the Company's proposal in its June 9 Recommendation than in its June 3 Recommendation, ISS still recommended that the Company's shareholders vote "against" adoption of the Revised 2021 Plan. ISS' recommendation was based in part because the shareholder value transfer ("SVT") for the proposed Revised 2021 Plan, as calculated by ISS under its proprietary model, exceeds ISS' benchmark. ISS noted in its June 9 Recommendation that it included all remaining shares available for issuance under the Company's 2017 Equity Incentive Plan (the "2017 Plan") in its SVT analysis, despite the Company's commitment not to issue any additional awards under the 2017 Plan unless shareholders do not approve the Revised 2021 Plan, based on the fact that the equity incentive plan related disclosures included in the Proxy Statement were as of August 30, 2020, the Company's fiscal year end, and not a more current date.

The purpose of this Current Report on Form 8-K is to provide additional and updated information regarding equity awards granted, outstanding, and reserved for issuance under the Company's equity incentive plans, including the 2017 Plan and its former 2007 Equity Incentive Plan (the "2007 Plan," and together with the 2017 Plan, the "Plans").

The following table provides information as of June 9, 2021 regarding the Plans.



                                                                       Number of
                                                                       securities
                                                                       remaining
                                                                       available
                                                                       for future
                                                                        issuance
                                                                      under equity
                                                   Weighted-average   compensation
                              Number of securities  exercise price       plans
                                  to be issued      of outstanding     (excluding
                                upon exercise of       options,        securities
                              outstanding options,   warrants and     reflected in
        Plan category         warrants and rights       rights        column (a))
                                      (a)                (b)              (c)
Equity compensation plans          1,185,071            $25.34          256,848
approved by security holders
Equity compensation plans not         -0-                -0-              -0-
approved by security holders
Total                              1,185,071            $25.34          256,848



As of June 9, 2021, approximately 630,896 shares of Company common stock were subject to outstanding awards under the 2017 Plan and 256,848 shares of common stock were available for future awards under the 2017 Plan. As of June 9, 2021, approximately 554,175 shares of Company common stock were subject to outstanding awards under the 2007 Plan. The 2007 Plan expired by its terms in 2017, and no additional shares may be issued thereunder.









  2





Except as set forth above and in the Supplemental Proxy Materials filed with the SEC on June 8, 2021, the Proxy Statement remains unchanged. The Revised 2021 Plan will be presented for shareholder approval at the Special Meeting. The Company's Board of Directors continues to recommend unanimously that shareholders vote "for" the proposal in the Proxy Statement, as supplemented by this supplement, to approve the Company's Revised 2021 Plan. Any vote "for" or "against" the 2021 Plan proposal using the proxy card previously furnished to the shareholders of record as of April 26, 2021, the record date for the Special Meeting, or the voting instruction card made available to the beneficial owners by their broker, bank or another nominee will be counted as a vote "for" or "against," as applicable, the Revised 2021 Plan. If any shareholder has already returned his or her properly executed proxy card or voted via the Internet or by telephone and would like to change his or her vote on any matter, such shareholder may revoke his or her proxy before it is voted at the Special Meeting by submitting a new proxy bearing a later date via the Internet, by telephone, by mail or by attending the Special Meeting virtually and casting the online ballot, or as otherwise described in the Proxy Statement. If any shareholder would like a new proxy or has any questions, he or she should contact Will Frederick, the Company's Chief Financial Officer and Corporate Secretary, at 42505 10th Street West, Lancaster, CA 93534, or at (661) 723-7723.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2021 44,8 M - -
Net income 2021 10,5 M - -
Net Debt 2021 - - -
P/E ratio 2021 91,2x
Yield 2021 -
Capitalization 927 M 927 M -
Capi. / Sales 2021 20,7x
Capi. / Sales 2022 17,8x
Nbr of Employees 133
Free-Float 77,4%
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Mean consensus OUTPERFORM
Number of Analysts 3
Last Close Price 46,06 $
Average target price 64,67 $
Spread / Average Target 40,4%
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Managers and Directors
Shawn M. O'Connor Chief Executive Officer
William W. Frederick Chief Financial Officer & Secretary
Walter S. Woltosz Chairman
Viera Lukacova Chief Scientist
David L. Ralph Independent Director
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