Simulations Plus Inc.

08/28/2026 | Press release | Distributed by Public on 08/28/2026 14:54

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders
On August 27, 2026, Simulations Plus, Inc., a California corporation (the "Company"), held a Special Meeting of Shareholders (the "Special Meeting") to consider and vote upon the proposals set forth below. At the Special Meeting, 15,539,537 or approximately 76.83%, of the Company's 20,224,838 issued and outstanding shares of common stock entitled to vote as of July 17, 2026, the record date for the Special Meeting, were represented virtually or by proxy. The proposals voted on at the Special Meeting are more fully described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on July 22, 2026, as supplemented on August 20, 2026 (the "Proxy Statement"), and are incorporated by reference herein.
The final voting results on the proposals presented for shareholder approval at the Special Meeting were as follows:
1. Proposal No. 1: The Company's shareholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of June 15, 2026 (as it may be amended from time to time, the "Merger Agreement"), by and among the Company, SP Evolution HoldCo II, LLC, a Delaware limited liability company and an affiliate of Altaris, LLC ("Parent") and SP Evolution BidCo II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger Agreement Proposal").
The voting results were as follows:
Votes For Votes Against Votes Abstaining
14,735,712 771,288 32,537
Accordingly, the Merger Agreement Proposal was approved by the requisite vote of the Company's shareholders.
2. Proposal No. 2: The Company's shareholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the merger contemplated by the Merger Agreement (the "Merger-Related Compensation Proposal").
The voting results were as follows:
Votes For Votes Against Votes Abstaining
10,930,973 1,174,280 3,434,284
Accordingly, the Merger-Related Compensation Proposal was approved, on an advisory, (non-binding) basis, by the requisite vote of the Company's shareholders.
3. Proposal No. 3: The Company's shareholders approved the proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes to approve the Merger Agreement Proposal (the "Adjournment Proposal").
The voting results were as follows:
Votes For Votes Against Votes Abstaining
14,444,277 986,000 109,260
The Adjournment Proposal was approved. However, because there were sufficient votes to approve the Merger Agreement Proposal, the Special Meeting was not adjourned to solicit additional proxies. Because none of the proposals above were "routine" matters, there could be no broker non-votes occurring in connection with these proposals at the Special Meeting.
No other matters were considered and voted on by the Company's shareholders at the Special Meeting.
2
Item 8.01 Other Events
As previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on August 13, 2026, the closing of the Merger remains subject to the satisfaction or waiver of other customary conditions including without limitation, the receipt of certain regulatory approvals in France.
Simulations Plus Inc. published this content on August 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 28, 2026 at 20:54 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]