Simulations Plus Inc

In accordance with the requirements of Section 14A of the Securities Act of 1933, as amended (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the related rules of the SEC), we are providing our shareholders with the opportunity to cast a non-binding, advisory vote on the compensation of our named executive officers. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers.

Our named executive officer compensation program is designed to attract, reward and retain the caliber of officers needed to ensure the Company’s continued growth and profitability. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers described in this Proxy Statement. The compensation of our named executive officers is disclosed in the section of this Proxy Statement entitled “Executive Compensation,” the compensation tables, and the related narrative disclosure contained therein. We believe that our named executive officer compensation program is competitive within our industry and strongly aligned with the long-term interests of our shareholders. Our Compensation Committee regularly reviews our named executive officer compensation program to ensure that it achieves the desired goals of aligning our named executive officer compensation structure with our shareholders’ interests and current market practices.

For these reasons, the Board recommends a vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the Company’s Named Executed Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion is hereby APPROVED.”

This vote is nonbinding. The Board intends to consider the outcome of the vote when making future executive compensation decisions and, in particular, to consider any significant negative voting results to the extent they can determine the cause or causes for such votes. The Board currently holds advisory votes on executive compensation on a bi-annual basis as a part of good governance practice.

We believe our executive compensation program is structured in the manner that best serves the interests of the Company and its shareholders. We encourage shareholders to read the accompanying compensation tables and the related narrative disclosures for more information about the Company’s executive compensation program.

To be approved, on an advisory, nonbinding basis, the resolution included in this Proposal No. 3 must receive an affirmative “for” vote from holders of a majority of the shares of common stock represented and voting at the Meeting. In addition, the shares voting affirmatively must equal at least a majority of the quorum that is required to conduct business at each meeting; this means that the shares voting affirmatively must be greater than 25 percent of the outstanding shares entitled to vote.

Abstentions and broker non-votes will have no effect.

The Board recommends a vote “FOR” the approval of the compensation of our named executive officers, as disclosed in the accompanying compensation tables and the related narrative disclosure included in this Proxy Statement.