Business Context and Reporting Period
This Form 8-K reports on the 2025 Annual Meeting of Shareholders held by Simulations Plus, Inc. on February 13, 2025. The meeting was conducted in a virtual format. As of the record date of December 17, 2024, the company had 20,085,492 issued and outstanding shares of common stock entitled to vote.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and shareholder voting results.
Material Changes and Voting Results
Shareholder participation was approximately 74%, with 14,804,363 shares represented. The following proposals were voted upon:
- Proposal 1 (Election of Directors): Five nominees were elected to the Board of Directors. While all were elected, Dr. Walter S. Woltosz received a significant number of withheld votes (5,601,325) compared to the other nominees, who received between 149,565 and 271,334 withheld votes.
- Proposal 2 (Ratification of Auditors): The selection of Rose, Snyder & Jacobs LLP as the independent registered public accounting firm for the fiscal year ending August 31, 2025, was approved with 14,666,753 votes for and 118,086 votes against.
- Proposal 3 (Executive Compensation): The advisory vote on named executive officer compensation was approved with 12,582,534 votes for and 883,778 votes against.
Guidance, Outlook, and Risks
The filing does not provide management commentary, financial guidance, outlook, or specific risk factors. It references the Definitive Proxy Statement on Schedule 14A for more detailed descriptions of the proposals.
Key Facts for Investor Verification
- Verify the reasons for the high number of withheld votes for director nominee Dr. Walter S. Woltosz compared to other board members.
- Review the full Definitive Proxy Statement (Schedule 14A) for detailed executive compensation data and board governance policies.
- Confirm the fiscal year end date of August 31, 2025, for future financial reporting expectations.