Simulations Plus Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SLP
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on February 12, 2026, at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Simulations Plus, Inc. (the “Company”), the Company’s shareholders approved an amendment (the “Plan Amendment”) to the Company’s 2021 Equity Incentive Plan, as amended (the “2021 Plan”), to increase the number of shares of common stock authorized for issuance thereunder from 2,500,000 shares to 3,450,000 shares. The Plan Amendment was previously approved by the Board of Directors (the “Board”) of the Company, subject to shareholder approval, on December 23, 2025. The Plan Amendment became effective on February 12, 2026 following receipt of shareholder approval.
Additional information regarding the Plan Amendment is set forth in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 29, 2025, which information is incorporated herein by reference. Such information and the foregoing description of the Plan Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Third Amendment to 2021 Equity Incentive Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders:
On February 12, 2026, Simulations Plus, Inc. (the “Company”) held the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) in a virtual format. At the Annual Meeting, 13,229,922 or approximately 66%, of the Company’s 20,146,585 issued and outstanding shares of common stock entitled to vote as of December 15, 2025, the record date for the Annual Meeting, were represented live or by proxy. The proposals voted on at the Annual Meeting are more fully described in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) and are incorporated by reference herein.
The final voting results on the proposals presented for shareholder approval at the Annual Meeting were as follows:
1. Proposal No. 1: To elect four individuals to serve on the Company’s Board of Directors until the next Annual Meeting of Shareholders of the Company or until their successors are duly elected and qualified, subject to prior death, resignation, or removal.
The votes were cast for this matter as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-votes | ||||||||
| Dr. Daniel Weiner | 11,340,012 | 159,235 | 1,730,675 | ||||||||
| Dr. Walter S. Woltosz | 6,747,803 | 4,751,444 | 1,730,675 | ||||||||
| Dr. John K. Paglia | 10,812,914 | 686,407 | 1,730,675 | ||||||||
| Sharlene Evans | 11,129,840 | 369,407 | 1,730,675 | ||||||||
As a result, each of the foregoing individuals were elected to serve as directors on the Company’s Board until the next annual meeting of shareholders of the company or until their successors are duly elected and qualified, subject to prior death, resignation, or removal.
2. Proposal No. 2: To ratify the selection of Rose, Snyder & Jacobs LLP as the independent registered public accounting firm for the Company for the fiscal year ending August 31, 2026. This proposal was approved based upon the following votes:
| Votes For | Votes Against | Votes Abstaining | ||||||
| 12,904,437 | 303,273 | 11,300 | ||||||
3. Proposal No. 3: To approve an amendment to the 2021 Plan to increase the number of shares authorized for issuance thereunder from 2,500,000 shares to 3,450,000 shares of common stock of the Company. This proposal was approved based upon the following votes:
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| Votes For | Votes Against | Votes Abstaining | ||||||
| 10,359,189 | 976,148 | 152,998 | ||||||
4. Proposal No. 4: To approve, on a non-binding advisory basis as to whether approval of named executive officer compensation should take place every 1, 2, or 3 years. This proposal was approved based upon the following votes:
| 1 year | 2 years | 3 years | Abstentions | ||||||||
| 7,515,790 | 316 | 832,503 | 3,150,638 | ||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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 18, 2026 | By: /s/ Will Frederick | ||||
| Will Frederick | |||||
| Executive Vice President and Chief Financial Officer | |||||
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