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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): July 21, 2022

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.)

 

 

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    

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 21, 2022, pursuant to the amended and restated bylaws of Certara, Inc. (the “Company”), the Board of Directors of the Company (the “Board”) increased the number of Board members from ten (10) to eleven (11), effective as of July 21, 2022, and designated the newly created vacancy as a Class III director.

On July 21, 2022, the Board elected Rosemary A. Crane, as a Class III director, effective July 21, 2022.

The Board has appointed Ms. Crane to serve as a member of the Compensation Committee. Ms. Crane will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation policy described in “Board and Governance Practices − Director Compensation − Compensation Element” of the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2022. The Company intends to enter into an indemnification agreement with Ms. Crane substantially similar to the indemnification agreements the Company has entered into with other members of the Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

    

Description

104

Cover Page Interactive Data File (formatted as Inline XBRL).

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:  July 25, 2022

CERTARA, INC.

(Registrant)

By:

/s/ Richard M. Traynor

Richard M. Traynor

Senior Vice President and General Counsel