8-K
Certara, Inc. (CERT)
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 18, 2021
Certara,
Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39799 | 82-2180925 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 100 Overlook Center | ||
| Suite 101 | ||
| Princeton, New Jersey | 08540 | |
| (Address of principal executive offices) | (Zip Code) |
(609) 716-7900
(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 x
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 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
On May 18, 2021, Certara, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The proposals are described in the Company’s definitive proxy statement for the Annual Meeting, as filed with the Securities and Exchange Commission on April 8, 2021. The final results for the votes regarding each proposal are set forth below.
| 1. | The Company’s stockholders elected the three Class I directors listed below to the Board of Directors of the Company to hold<br>office until the 2024 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The votes<br>regarding this proposal were as follows: | |||||
|---|---|---|---|---|---|---|
| For | Withhold | Broker Non-Votes | ||||
| --- | --- | --- | --- | --- | --- | --- |
| James E. Cashman III | 124,069,969 | 211,437 | 1,049,613 | |||
| Mason P. Slaine | 118,521,750 | 5,759,656 | 1,049,613 | |||
| Ethan Waxman | 123,643,310 | 638,096 | 1,049,613 | |||
| 2. | The Company’s stockholders ratified the appointment of the Company’s independent registered public accounting firm for<br>the 2021 fiscal year. The votes regarding this proposal were as follows: | |||||
| --- | --- | |||||
| For | Against | Abstain | Broker Non-Votes | |||
| --- | --- | --- | --- | --- | --- | --- |
| 125,303,324 | 4,516 | 23,539 | 0 |
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.
| CERTARA, INC. | ||
|---|---|---|
| (Registrant) | ||
| Date: May 20, 2021 | ||
| By: | /s/ Richard Traynor | |
| Richard M. Traynor | ||
| Senior Vice President and General Counsel |