UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (IRS Employer |
|
| |
| ||
(Address of principal executive offices) |
| (Zip Code) |
( | ||
(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 |
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 |