UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

February 23, 2017

(Date of the earliest event reported)

 

 

Simulations Plus, Inc.

(Exact name of registrant as specified in its charter)

 

 

California 001-32046 95-4595609
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

42505 10th Street West, Lancaster, California 93534-7059

(Address of principal executive offices) (Zip Code)

 

 

661-723-7723

Registrant's telephone number, including area code

 

 

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:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14z-12 under Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 
 

 

Item 5.07       Submission of Matters to a Vote of Security Holders:

 

On February 23, 2017, Simulations Plus, Inc., a California corporation (the "Company"), held its annual meeting of shareholders (the “Annual Meeting”). The following proposals were submitted to a vote of security holders at the meeting.

 

1. Proposal No. 1: To elect to the Board of Directors four (4) directors, to serve until the next Annual Meeting of Shareholders of the Company or until their successors are elected and qualified, subject to prior death, resignation or removal.

 

2. Proposal No. 2: To ratify the appointment of Rose, Snyder and Jacobs as our independent registered public accounting firm for the Company for the fiscal year ending August 31, 2017.

 

3. Proposal No. 3: Approval of Adoption of the Company’s 2017 Equity Incentive Plan

 

4. Proposal No. 4: Advisory Vote to Approve Named Executive Officer Compensation

 

The above proposals were approved and the results of the balloting at the meeting are summarized in the following tables.

 

Proposal

 

Votes For

 Votes
Against		 Votes
Abstaining

Votes

Withheld

 Broker-
Non votes

Total

(a)

(1) Walter Woltosz   10,176,439       1,491,646    4,237,165  15,905,250
(1) Dr. Thaddeus H. Grasela   10,146,013          1,522,072    4,237,165  15,905,250
(1) Dr. John K. Paglia   11,614,244         53,841    4,237,165    15,905,250
(1) Dr. David Ralph   11,549,458       118,627    4,237,165  15,905,250
(2) Appointment of  Rose, Snyder and Jacobs   15,732,687 49,518   123,045      15,905,250
(3) Adoption of the Company’s 2017 Equity Incentive Plan     9,450,304 2,162,094 55,687   4,237,165   15,905,250
(4) Approval of Named Executive Officer Compensation   11,501,341 110,931 55,813     4,237,165  15,905,250

 

(a) Total Proxy Shares on record date on December 29, 2016 17,230,478 out of which 15,905,250 shares were reported.

 

Item 8.01       Other Events

 

On February 23, 2017, the Company held its annual meeting of shareholders. A copy of PowerPoint presentation for the meeting are attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

This report on Form 8-K (the "Report"), including the disclosures set forth herein, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms "anticipates," "expects," "estimates," "believes" and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

 

 

 

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Forward-looking statements in this Report or hereafter, including in other publicly available documents filed with the Securities and Exchange Commission (the "Commission"), reports to the stockholders of Simulations Plus, Inc., a California corporation (the "Company" or "us," "our" or "we") and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management's best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

 

 

Item 9.01       Financial Statements and Exhibits

 

(d)       Exhibits

 

99.1       Power Point Presentation on February 23, 2017.

 

 

 

 

 

 

 

 

 

 

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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.

 

  SIMULATIONS PLUS, INC.
   
   
   
Dated: February 24, 2017 By: /s/ John R. Kneisel
  John R. Kneisel
  Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

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