Certara Inc

For the period ended May 21, 2024. Filed Apr 10, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2024 · Filed Apr 10, 2024

CERT$12.05-1.1%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Certara, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow Stockholder,

	On behalf of the Board of Directors and management of Certara, Inc., I cordially invite you to attend our annual meeting of stockholders on Tuesday, May 21, 2024, at 9:00 a.m. (Eastern Time). The 2024 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2024 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/CERT2024. Stockholders will be able to listen, vote, and submit questions from their home or any location with internet connectivity. To participate in the meeting, you must have the 16-digit number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. The notice of meeting and proxy statement that follow describe the business that we will consider at the meeting. We hope that you will be able to attend the meeting via our live webcast. However, regardless of whether you attend the meeting, your vote is very important. We are pleased to again offer multiple options for voting your shares. You may vote by telephone, via the internet, by mail or through our live webcast of the annual meeting, as described in this Proxy Statement.			WILLIAM F. FEEHERY Chief Executive Officer

Thank you for your continued support.

Sincerely,

Chief Executive Officer

April 10, 2024

100 Overlook Center, Suite 101, Princeton, NJ 08540

PROXY STATEMENT

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Summary:


	MEETING DATE May 21, 2024			TIME 9:00 a.m. Eastern Time			WEBCAST www.virtualshareholdermeeting.com/CERT2024

The Annual Meeting of Stockholders of Certara, Inc. will be held on Tuesday, May 21, 2024, at 9:00 a.m. Eastern Time. You can attend the annual meeting via the internet, vote your shares electronically and submit your questions during the annual meeting, by visiting www.virtualshareholdermeeting.com/CERT2024. You will need to have your 16-digit control number included in your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the annual meeting. We encourage you to allow ample time for online check-in, which will begin at 8:45 a.m. For further information on how to participate in the meeting, please see “Annual Meeting Information.”

The annual meeting will be held to consider and vote upon the following proposals:

· PROPOSALS ·
	1			Election of Class I directors;
	2			To approve two separate proposals to amend our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”):
				a Amend our Certificate of Incorporation to limit the liability of certain officers of Certara as permitted pursuant to the Delaware General Corporation Law; and
				b. Amend our Certificate of Incorporation to make certain technical changes, including to remove inoperative provisions related to our former majority stockholder and other immaterial changes;
	3			Ratification of the appointment of independent registered public accounting firm for the fiscal year ending December 31, 2024; and
	4			To conduct a non-binding advisory vote to approve the compensation of our named executive officers.

This Proxy Statement and accompanying proxy card are first being made available on or about April 10, 2024. Only stockholders of record on March 28, 2024, may vote during the meeting. A list of these stockholders will be open for examination by any stockholder for any purposes germane to the 2024 Annual Meeting for a period of 10 days prior to the meeting by contacting our Investor Relations department at ir@certara.com and during the 2024 Annual Meeting at www.virtualshareholdermeeting.com/CERT2024.

Please note that if you held common stock on March 28, 2024, in “street name” (that is, through a broker, bank or other nominee), you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, bank or other nominee how to vote your shares. You will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of common stock voted.

Your vote is important to us. Even if you plan on participating in the annual meeting virtually, we recommend that you vote as soon as possible by telephone, by internet or by signing, dating and returning the proxy card in the postage-paid envelope provided.

Sincerely,

Richard M. Traynor

Senior Vice President, General Counsel, and Secretary

Princeton, New Jersey

April 10, 2024

100 Overlook Center, Suite 101, Princeton, NJ 08540

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.