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.
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SIMULATIONS PLUS, INC. 
