Simulations Plus Seeks Shareholder Approval for Expanded Equity Plan

Ticker: SLP · Form: DEF 14A · Filed: Dec 29, 2025 · CIK: 1023459

Sentiment: mixed

Topics: Equity Incentive Plan, Shareholder Meeting, Proxy Statement, Share Dilution, Corporate Governance, Executive Compensation, Auditor Ratification

Related Tickers: SLP

TL;DR

**SLP's proposed equity plan expansion is a red flag for dilution-wary investors, despite board's 'best interest' claim.**

AI Summary

Simulations Plus, Inc. (SLP) is holding its Annual Meeting of Shareholders on February 12, 2026, to address three key proposals. The company is seeking to elect four individuals to its Board of Directors, ratify Rose, Snyder & Jacobs LLP as its independent registered public accounting firm for the fiscal year ending August 31, 2026, and approve an amendment to its 2021 Equity Incentive Plan. This amendment proposes to increase the number of shares authorized for issuance under the plan from 2,500,000 shares to 3,450,000 shares of common stock, representing an increase of 950,000 shares. The Board of Directors unanimously recommends a 'FOR' vote on all proposals, emphasizing their belief that these actions are in the best interests of the Company and its shareholders. The meeting will be held virtually at www.virtualshareholdermeeting.com/SLP2026, and shareholders of record as of December 15, 2025, are eligible to vote. As of the record date, there were 20,146,585 shares of common stock issued and outstanding.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines key governance decisions and a significant change to SLP's equity compensation strategy. The proposed increase of 950,000 shares in the 2021 Equity Incentive Plan could lead to increased share dilution, impacting existing shareholders' ownership percentages and potentially the stock price. For employees, a larger equity pool could enhance recruitment and retention efforts, especially in a competitive biotech and software market. Customers and the broader market will observe how these governance and compensation structures support SLP's long-term innovation and growth in simulation and modeling software.

Risk Assessment

Risk Level: medium — The proposed amendment to increase the 2021 Equity Incentive Plan by 950,000 shares, from 2,500,000 to 3,450,000 shares, introduces a risk of significant share dilution. With 20,146,585 shares outstanding as of December 15, 2025, this increase represents a potential dilution of approximately 4.7% of current outstanding shares, which could negatively impact earnings per share and shareholder value.

Analyst Insight

Investors should carefully evaluate the potential dilution from the proposed 950,000 share increase in the equity incentive plan. Consider voting 'AGAINST' Proposal No. 3 if you are concerned about dilution, and assess the long-term benefits of increased employee incentives against the immediate impact on your ownership stake.

Key Numbers

Key Players & Entities

FAQ

What is Simulations Plus, Inc. (SLP) asking shareholders to vote on at the upcoming meeting?

Simulations Plus, Inc. (SLP) is asking shareholders to vote on three key proposals: the election of four directors, the ratification of Rose, Snyder & Jacobs LLP as its independent registered public accounting firm for fiscal year 2026, and the approval of an amendment to its 2021 Equity Incentive Plan to increase authorized shares from 2,500,000 to 3,450,000.

When is the Simulations Plus (SLP) Annual Meeting of Shareholders?

The Simulations Plus (SLP) Annual Meeting of Shareholders is scheduled for Thursday, February 12, 2026, at 2:00 p.m. Pacific Time. It will be held virtually via the Internet at www.virtualshareholdermeeting.com/SLP2026.

What is the proposed change to the Simulations Plus (SLP) 2021 Equity Incentive Plan?

The proposed change to the Simulations Plus (SLP) 2021 Equity Incentive Plan is to increase the number of shares authorized for issuance from 2,500,000 shares to 3,450,000 shares of common stock. This represents an increase of 950,000 shares.

Why is Simulations Plus (SLP) proposing to increase the shares in its equity incentive plan?

While the specific reasons are not detailed in this excerpt, companies typically increase shares in equity incentive plans to provide competitive compensation, attract and retain key talent, and align employee interests with shareholder value. The Board of Directors recommends a 'FOR' vote, stating it is in the best interests of the Company and its shareholders.

Who is the independent registered public accounting firm for Simulations Plus (SLP) for fiscal year 2026?

Simulations Plus (SLP) is seeking shareholder ratification for the selection of Rose, Snyder & Jacobs LLP as its independent registered public accounting firm for the fiscal year ending August 31, 2026.

What is the record date for voting at the Simulations Plus (SLP) Annual Meeting?

The record date for voting at the Simulations Plus (SLP) Annual Meeting is December 15, 2025. Only shareholders of record as of the close of business on this date are entitled to notice of and to vote at the meeting.

How many shares of common stock does Simulations Plus (SLP) have outstanding?

As of the record date, December 15, 2025, Simulations Plus (SLP) had 20,146,585 shares of its common stock issued and outstanding. This is the total number of voting securities.

What are the potential risks of the proposed equity plan amendment for Simulations Plus (SLP) shareholders?

The primary risk of the proposed equity plan amendment for Simulations Plus (SLP) shareholders is potential share dilution. Increasing the authorized shares by 950,000 could dilute the ownership percentage of existing shareholders and potentially impact earnings per share.

How can Simulations Plus (SLP) shareholders vote at the Annual Meeting?

Simulations Plus (SLP) shareholders can vote by proxy over the Internet, by phone, or by mail following instructions in the Notice of Internet Availability of Proxy Materials. They can also vote virtually at the meeting by visiting www.virtualshareholdermeeting.com/SLP2026 using their 16-digit control number.

Does the Simulations Plus (SLP) Board of Directors recommend voting for all proposals?

Yes, the Simulations Plus (SLP) Board of Directors has carefully reviewed and considered all proposals and recommends that shareholders vote 'FOR' each of the director nominees included in the accompanying Proxy Statement and 'FOR' each of the other proposals, including the equity plan amendment.

Industry Context

Simulations Plus, Inc. operates in the software sector, specifically providing simulation and modeling solutions for the pharmaceutical and biotechnology industries. The industry is characterized by a growing demand for advanced R&D tools driven by the need for faster drug development and regulatory compliance. Key trends include the increasing adoption of AI and machine learning in drug discovery and the ongoing digitalization of the life sciences sector.

Regulatory Implications

As a public company, Simulations Plus is subject to SEC regulations and disclosure requirements, including the filing of this DEF 14A. The proposed amendment to the equity incentive plan requires shareholder approval, a common regulatory step for material changes to such plans. The company's operations in the life sciences sector may also be indirectly influenced by evolving FDA and other global regulatory body guidelines for drug development.

What Investors Should Do

  1. Vote 'FOR' Proposal No. 1 to elect the four nominated directors.
  2. Vote 'FOR' Proposal No. 2 to ratify Rose, Snyder & Jacobs LLP as the independent auditor.
  3. Vote 'FOR' Proposal No. 3 to approve the amendment to the 2021 Equity Incentive Plan.

Key Dates

Glossary

DEF 14A
A proxy statement filed with the SEC by publicly traded companies that are soliciting shareholder votes. (This document contains the information shareholders need to vote on company matters.)
2021 Equity Incentive Plan
A plan established by the company to grant equity awards (like stock options or restricted stock) to employees and directors. (Shareholders are voting on an amendment to increase the number of shares authorized under this plan.)
Independent registered public accounting firm
An external audit firm hired by a company to provide an independent opinion on its financial statements. (Shareholders are voting to ratify the selection of Rose, Snyder & Jacobs LLP for the upcoming fiscal year.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Establishes the pool of shareholders who can vote at the February 12, 2026, Annual Meeting.)

Year-Over-Year Comparison

This filing pertains to the February 12, 2026, Annual Meeting, with financial information likely referencing the fiscal year ending August 31, 2025. While specific comparative financial metrics from a prior DEF 14A are not detailed here, the primary focus is on upcoming shareholder votes. The key change highlighted is the proposed increase in authorized shares for the equity incentive plan, indicating a strategic focus on employee compensation and retention.

Filing Stats: 4,765 words · 19 min read · ~16 pages · Grade level 13.4 · Accepted 2025-12-29 16:05:51

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 21 Delinquent Section 16(a) Reports 22 BOARD MATTERS AND CORPORATE GOVERNANCE 23 Information Regarding the Board and Its Committees 23 Audit Committee Report 24 Compensation Committee Report 26 Compensation Committee Interlocks and Insider Participation 26 Board Diversity Matrix 26 Board, Committee, and Director Evaluations 28 Board Leadership Structure 28 Board's Role in Risk Management 29 Our Commitment to the Environment 29 Social Impact 32 Shareholder Communications with the Board 33 Code of Business Conduct and Ethics 33 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 33 Transactions with Related Persons 33 Review, Approval, or Ratification of Transactions with Related Persons 34 Interest of Certain Persons in Matters to be Acted Upon 34 DIRECTOR COMPENSATION 34

EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE COMPENSATION AND OTHER INFORMATION 37 Executive Officers 37 Compensation Discussion and Analysis 39 Determining Compensation 39 Risk Assessment 40 Summary Compensation Table 40 Employment and Other Compensation Agreements 42 Grants of Plan-Based Awards 46 Pay versus Performance 46 Outstanding Equity Awards 50 Equity Compensation Plan Information 52 Option Exercises and Stock Vested 52 Pay Ratio Disclosure 52 HOUSEHOLDING OF MATERIALS 53 Table of Contents SHAREHOLDER COMMUNICATIONS 53 SHAREHOLDER PROPOSALS 54 OTHER MATTERS 54 Table of Contents Simulations Plus, Inc. 800 Park Offices Drive, Suite 401 Research Triangle Park, NC 27709 PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 12, 2026 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why am I receiving these materials? Simulations Plus, Inc. ("we," "us," "our," "Simulations Plus" or the "Company") is making proxy materials, including this proxy statement (the "Proxy Statement") and the related proxy card, available to our shareholders electronically via the Internet because our Board of Directors (the "Board") is soliciting proxies to vote at the Company's Annual Meeting of Shareholders ("Meeting"). The Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended August 31, 2025, (the "Annual Report"), and how to vote via the Internet, by phone, or by mail, is first being mailed to our shareholders of record entitled to vote at the Meeting on or about December 29, 2025. The Meeting is scheduled to be held on February 12, 2026, at 2:00 p.m. Pacific Time, via live webcast through www.virtualshareholdermeeting.com/SLP2026 . You will need the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials you received or your proxy card (if applicable) to vote your s

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