Simulations Plus (NASDAQ:SLP) held its annual meeting of shareholders in a virtual format, with CEO Shawn O’Connor chairing the proceedings and CFO and Corporate Secretary Will Frederick presenting the formal business items and preliminary voting results.
Virtual meeting format and shareholder participation
O’Connor said the company chose to hold the annual meeting virtually in an effort to make participation “as inclusive as possible,” noting that shareholders could vote and submit questions electronically through the online platform while the meeting was in session. Frederick told shareholders that the polls were open for those who had not yet voted and that previously submitted votes could be changed prior to the poll closing.
Notice, record dates, and quorum
According to Frederick, the company received proxies representing 13,229,922 shares, or approximately 66% of the 20,137,480 shares eligible to vote. Because that exceeded a majority, he said a quorum was present and the meeting was duly constituted.
Four proposals presented to shareholders
Frederick outlined four proposals described in the proxy materials:
- Director elections: Election of four individuals to serve on the board until the next annual meeting or until successors are duly elected and qualified. The nominees were Dr. Daniel Weiner, Dr. Walter S. Woltosz, Dr. John K. Paglia, and Sharlene Evans. The board recommended votes for each nominee.
- Auditor ratification: Ratification of the selection of Rose, Snyder & Jacobs LLP (RSJ) as the company’s independent registered public accounting firm for the fiscal year ending August 31, 2026. Frederick emphasized the vote was advisory and not binding, but said the audit committee would reconsider retention of RSJ if shareholders did not ratify the selection. He also noted the audit committee or board could terminate RSJ without shareholder approval if deemed necessary or appropriate.
- Equity plan amendment: Approval of an amendment to the company’s 2021 Equity Incentive Plan (as amended) to increase the number of shares authorized for issuance from 2.5 million to 3.45 million shares of common stock. The board recommended approval.
- Say-on-pay frequency: An advisory, non-binding vote on how often shareholders should be asked to approve named executive officer compensation. The board recommended a frequency of every three years, while noting the board may choose a different cadence even after considering shareholder input.
Preliminary results: all proposals approved; say-on-pay frequency differs from board recommendation
After closing the polls, Frederick provided preliminary vote tabulations. For the first proposal, all four director nominees were elected by a plurality of votes cast, and will serve until the next annual meeting or until successors are duly elected and qualified, subject to prior death, resignation, or removal.
Frederick said the second proposal—ratification of RSJ as the independent registered public accounting firm—was approved by over 97% of shares voting at the meeting. The third proposal—to increase the shares authorized under the 2021 Equity Incentive Plan by 950,000 shares—was approved by over 91% of shares voting.
For the fourth proposal, shareholders approved a frequency of every one year for future advisory votes on named executive officer compensation, with over 90% of shares voting in favor of that option. Frederick noted the vote is non-binding, but said the board would take the recommendation into account when determining how often to submit executive compensation for a non-binding advisory vote going forward. The board’s recommendation, as presented during the meeting, had been a three-year frequency.
Frederick said the company expects to report final voting results in a Form 8-K filed with the Securities and Exchange Commission within four business days of the meeting date, and no later than February 19, 2026, and that the filing would also be available on the company’s investor relations website.
Q&A concludes with no shareholder questions
O’Connor opened the Q&A portion of the meeting but said the company did not receive any shareholder questions. He then concluded the meeting and thanked shareholders for their support, directing any additional inquiries to the investor relations website.
About Simulations Plus (NASDAQ:SLP)
Simulations Plus, Inc (NASDAQ: SLP) specializes in advanced modeling and simulation software tailored to the pharmaceutical, biotechnology and chemical industries. The company’s flagship products include ADMET Predictor, a quantitative structure-activity relationship (QSAR) tool for predicting absorption, distribution, metabolism, excretion and toxicity properties, and GastroPlus, a physiologically based pharmacokinetic (PBPK) modeling platform for simulating drug absorption and pharmacokinetics.
