Current Report Filing (8-k)
27 February 2019 - 8:08AM
Edgar (US Regulatory)
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 22, 2019
(Date of the earliest event reported)
Simulations Plus, Inc.
(Exact name of registrant as specified in
its charter)
California
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001-32046
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95-4595609
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(State or other jurisdiction of incorporation)
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(Commission File
Number)
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(I.R.S. Employer Identification No.)
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42505 10
th
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))
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company □
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
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Item 5.07
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Submission of Matters to a Vote of Security Holders:
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On February 22, 2019, 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 five (5) 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, 2019.
3.
Proposal No. 3:
To amend the
Company’s Bylaws to increase the range of authorized directors to not less than five (5) nor more than nine (9).
The above proposals were approved and the
results of the balloting at the meeting are summarized in the following tables.
Proposal
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Votes For
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Votes
Against
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Votes
Abstaining
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Votes
Withheld
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Broker-Non
votes
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Total
(a)
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(1)
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Walter Woltosz
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12,393,844
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-
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202,102
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3,963,955
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16,559,901
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(1)
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Dr. Thaddeus H. Grasela
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12,394,361
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-
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201,585
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3,963,955
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16,559,901
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(1)
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Dr. John K. Paglia
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12,445,629
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-
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150,317
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3,963,955
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16,559,901
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(1)
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Dr. David Ralph
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11,545,409
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-
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1,050,537
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3,963,955
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16,559,901
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(1)
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Dr. Daniel Weiner
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12,467,991
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-
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127,955
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3,963,955
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16,559,901
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(2)
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Appointment of Rose, Snyder and Jacobs llp
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16,375,682
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168,874
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15,345
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|
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16,559,901
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(3)
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To amend bylaws to increase range of authorized directors
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12,299,603
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284,250
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12,093
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3,963,955
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16,559,901
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(a) Total Proxy Shares on record date on
December 31, 2018, 17,459,770 out of which 16,559,901 shares were reported.
On February 22, 2019, the Company held
its annual meeting of shareholders. A copy of the PowerPoint presentation for the meeting is 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.
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.
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Item 9.01
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Financial Statements and Exhibits
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(c) Exhibits
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.
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SIMULATIONS PLUS, INC.
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Dated: February 26, 2019
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By: /s/
John R. Kneisel
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John R. Kneisel
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Chief Financial Officer
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