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    Certara Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/22/25 4:51:14 PM ET
    $CERT
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    false 0001827090 0001827090 2025-05-21 2025-05-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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

     

    Date of Report (Date of earliest event reported): May 21, 2025

     

    Certara, Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware 001-39799 82-2180925
    (State or other jurisdiction
    of incorporation)
    (Commission
    File Number)
    (IRS Employer
    Identification No.)

     

    4 Radnor Corporate Center  
    Suite 350  
    Radnor, PA 19087
    (Address of principal executive offices) (Zip Code)

     

    (415) 237-8272

    (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 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class Trading Symbol(s) Name of each exchange on which
    registered
    Common stock, par value $0.01 per share CERT The Nasdaq Stock Market LLC

     

    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.  ¨

     

     

     

     

     

     

    Item 5.07Submission of Matters to a Vote of Security Holders

     

    On May 21, 2025, Certara, Inc. (the “Company”) held its annual meeting of stockholders. The proposals are described in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 8, 2025. The final results of the votes regarding each proposal are set forth below.

     

    1.The Company’s stockholders elected the four Class II directors listed below to the Board of Directors of the Company to hold office until the 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The voting results were as follows:

     

        For     Withheld     Broker
    Non-Vote
     
    Eran Broshy   101,414,836     44,496,504     4,922,800  
    Cynthia Collins   135,130,774     10,780,566     4,922,800  
    John Reynders   145,466,015     445,325     4,922,800  
    Matthew Walsh   131,743,940     14,167,400     4,922,800  

     

    2.The Company’s stockholders ratified the selection of RSM US LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year. The voting results were as follows:

     

    For  Against  Abstain  Broker
    Non-Vote
    150,415,340  335,712  83,088  0

     

    3.The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the most recently completed fiscal year. The voting results were as follows:

     

    For  Against  Abstain  Broker
    Non-Vote
    139,119,677  6,709,969  81,694  4,922,800

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Date: May 22, 2025 CERTARA, INC.
        (Registrant)
           
        By: /s/ Daniel D. Corcoran
          Daniel D. Corcoran
          Senior Vice President and General Counsel

     

     

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