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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 14, 2026

 

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, Pennsylvania   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 Global Select Market

 

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 14, 2026, Certara, Inc. (the “Company”) held its annual meeting of stockholders. The proposals are described in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 3, 2026. The final results of the votes regarding each proposal are set forth below.

 

1.The Company’s stockholders elected the three Class III directors listed below to the Board of Directors of the Company to hold office until the 2029 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
Arjun Bedi  121,707,485  1,028,187  19,881,657
Stephen McLean  99,884,645  22,851,027  19,881,657
Jon Resnick  121,713,279  1,022,393  19,881,657

 

2.The Company’s stockholders ratified the selection of RSM US LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year. The voting results were as follows:

 

For   Against   Abstain   Broker
Non-Vote
141,730,429   764,353   122,547   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
120,333,107   2,289,297   113,268   19,881,657

 

 

 

 

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 15, 2026 CERTARA, INC.
    (Registrant)
       
       
    By: /s/ Daniel D. Corcoran
      Daniel D. Corcoran
      Senior Vice President and General Counsel