Simulations Plus Inc

1. 1

   The Merger Agreement Proposal — Adopt the Agreement and Plan of Merger

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger dated June 15, 2026 pursuant to which Merger Sub will merge with and into the Company and the Company will become a wholly owned subsidiary of Parent, with Company shareholders receiving $18.50 cash per share.

   More detail

   Proposal 1 asks shareholders to approve the Agreement and Plan of Merger dated June 15, 2026, under which Merger Sub, an affiliate of Altaris, will merge into Simulations Plus, and Simulations Plus will become a wholly owned subsidiary of Parent. Management seeks shareholder approval because California law and the company’s charter require shareholder approval for the sale/merger transaction; approval is also a closing condition to complete the deal. The Merger consideration is $18.50 per share in cash, representing an approximate 26% premium to the 60-day VWAP prior to announcement. The Board unanimously recommended the transaction after a competitive auction process managed by Morgan Stanley; Morgan Stanley provided a fairness opinion. The agreement contains customary closing conditions, a limited no-shop with fiduciary out, termination fees ($13M Company termination fee and $26M Parent termination fee), regulatory and HSR clearance covenants and typical representations and warranties with MAE standards and indemnity/insurance tail protections for directors and officers. The Board considered strategic and execution risks of operating independently, potential regulatory risk and the limited number of competing bids; it concluded the Merger provides immediate cash value and certainty for shareholders. The recommendation is supported by the Board’s view that the deal balances price, certainty and execution risk and by the financial advisor’s analysis. Approval requires a majority of outstanding shares and dissenters’ appraisal rights are available under California law. The transaction will result in de-listing and deregistration and will accelerate option treatment as cash-outs; certain executives have transaction bonuses and double-trigger severance that the Board considered in its recommendation. This summary omits routine procedural details and is intended for a sophisticated analyst evaluating deal economics, governance protections, and execution risk inherent in a take-private transaction.

2. 2

   Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements

   ManagementBoard: FOR

   Non-binding advisory vote to approve compensation that may be paid to named executive officers in connection with the Merger.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the payments and benefits that may be paid to named executive officers in connection with the Merger, as required by Section 14A of the Exchange Act. The company discloses cash-outs of vested stock options, single-trigger transaction bonuses, and double-trigger severance protections, including quantified estimates for named executives. Management seeks shareholder approval to comply with SEC rules and to obtain a non-binding endorsement of these arrangements; the Board recommends a "FOR" vote, noting that the transaction bonuses and severance practices were considered and approved in the context of negotiations and retention. For analysts: the vote is advisory and not a condition to closing, but a substantial negative vote could create reputational issues and shareholder relations challenges; the pay includes sizable single-trigger bonuses and accelerated option payouts which are typical in take-private deals but may raise governance questions around alignment and potential conflicts. The company quantified the estimated aggregate payouts and disclosed the Board’s review process. This summary is intended for a sophisticated agent assessing governance optics and potential stakeholder reactions.

3. 3

   Adjournment Proposal — Vote to Adjourn the Special Meeting to Solicit Additional Proxies if Needed

   ManagementBoard: FOR

   Authorize one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement Proposal.

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When is the Simulations Plus Inc 2026 special meeting?

Simulations Plus Inc (SLP) holds its 2026 special shareholder meeting on Thursday, August 27, 2026.

What is the record date for the Simulations Plus Inc 2026 meeting?

The record date for the Simulations Plus Inc 2026 meeting is Friday, July 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Simulations Plus Inc's 2026 meeting?

The board is presenting 8 director nominees at the Simulations Plus Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Simulations Plus Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Simulations Plus Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.