Certara, Inc.
For the period ended May 21, 2025. Filed Apr 8, 2025.
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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, 2025 · Filed Apr 8, 2025
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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 all boxes that apply):
☒ 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 2025 Annual Meeting of stockholders on Wednesday, May 21, 2025, at 9:00 a.m. (Eastern Time). The 2025 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2025 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/CERT2025. 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 2025 Annual Meeting, as described in this Proxy Statement. | | | WILLIAM F. FEEHERY Chief Executive Officer | |
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Thank you for your continued support.
Sincerely,
William F. Feehery
Chief Executive Officer
April 8, 2025
4 Radnor Corporate Park, Suite 350, Radnor, PA 19087
PROXY STATEMENT
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
Summary:
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| | MEETING DATE May 21, 2025 | | | TIME 9:00 a.m. Eastern Time | | | WEBCAST www.virtualshareholdermeeting.com/CERT2025 | |
The 2025 Annual Meeting of Stockholders of Certara, Inc. will be held on Wednesday, May 21, 2025, at 9:00 a.m. Eastern Time. You can attend the 2025 Annual Meeting via the internet, vote your shares electronically and submit your questions during the 2025 Annual Meeting, by visitingwww.virtualshareholdermeeting.com/CERT2025. 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 2025 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 “2025 Annual Meeting Information.”
The 2025 Annual Meeting will be held to consider and vote upon the following proposals:
| · PROPOSALS · | |||||
|---|---|---|---|---|---|
| | 1 | | | Election of Class II directors: Eran Broshy, Cynthia Collins, John Reynders and Matthew Walsh. | |
| | 2 | | | Ratification of the appointment of RSM US LLP (“RSM”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and | |
| | 3 | | | Non-binding advisory vote to approve the compensation of our named executive officers for the most recently completed fiscal year. | |
This Proxy Statement and accompanying proxy card are first being made available on or about April 8, 2025. Only stockholders of record on March 28, 2025 may vote during the meeting. A list of these stockholders will be open for examination by any stockholder for any purposes germane to the 2025 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 2025 Annual Meeting atwww.virtualshareholdermeeting.com/CERT2025.
Please note that if you held common stock on March 28, 2025 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 2025 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,
Daniel D. Corcoran
Senior Vice President and General Counsel
Radnor, PA
April 8, 2025
4 Radnor Corporate Park, Suite 350, Radnor, PA 19087
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.