Certara, Inc. Files Proxy Statement Supplement

TL;DR

Certara filed more proxy docs, likely for a shareholder vote. Check your inbox.

AI Summary

Certara, Inc. has filed a Definitive Additional Materials proxy statement (DEFA14A) on April 12, 2024, supplementing its previous proxy statement. This filing concerns the company's proxy materials, indicating a shareholder meeting or vote is approaching. The company is based in Princeton, NJ, and operates in the prepackaged software services sector.

Why It Matters

This filing is a procedural step for Certara, Inc. to provide shareholders with updated or additional information relevant to an upcoming shareholder vote or meeting, ensuring transparency and compliance.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement supplement and does not contain new material financial information or strategic changes that would inherently increase risk.

Key Players & Entities

• Certara, Inc. (company) — Registrant
• 0001104659-24-046770.txt (document) — Filing identifier
• 20240412 (date) — Filing date
• Princeton, NJ (location) — Company headquarters

FAQ

Filing Documents

• tm242785d7_defa14a.htm (DEFA14A) — 26KB
• 0001104659-24-046770.txt ( ) — 27KB

From the Filing

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 x 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 x Definitive Additional Materials ¨ Soliciting Material Pursuant to §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): x No fee required. ¨ Fee paid previously with preliminary materials. ¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 Explanatory Note This supplement (the “ Supplement ”) amends and supplements the definitive proxy statement on Schedule 14A (the “ Proxy Statement ”) filed by Certara, Inc. (the “ Company ”) with the U.S. Securities and Exchange Commission (the “ SEC ”) on April 10, 2024, in connection with the Company’s 2024 Annual Meeting of Stockholders (the “ Annual Meeting ”) to be held on Tuesday, May 21, 2024, at 9:00 a.m. Eastern Time. The purpose of this Supplement is to correct an inadvertent error in the Proxy Statement regarding the treatment of abstention and effect of broker non-votes on Proposals 2A and 2B — Approval of Amendments to our Amended and Restated Certificate of Incorporation, as well as to incorporate additional clarifying changes. The correction to the existing disclosure in the Proxy Statement is set forth below under the heading “Revisions to the Proxy Statement.” Capitalized terms not defined in this Supplement have the terms set forth in the Proxy Statement. Other than as set forth below, no other changes have been made to the Proxy Statement and it continues to be in full force and effect as originally filed with the SEC and the Board of Directors of the Company continues to seek the vote of Company stockholders on each of the proposals to be voted on at the Annual Meeting as recommended in the original filing. From and after the date of this Supplement, any references to the “Proxy Statement” are to the Proxy Statement as amended and supplemented by this Supplement. This Supplement should be read in conjunction with the Proxy Statement and the other proxy materials previously made available to stockholders in connection with the Annual Meeting. If you have already voted your shares, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. Revisions to the Proxy Statement The answer to the question entitled, “What are the voting requirements to approve each of the proposals?” in the Annual Meeting Information section of the Proxy Statement is amended and restated in its entirety to read as follows (corrections and clarifications are marked, with new text underlined, and deleted text stricken through): What are the voting requirements to approve each of the proposals? ​ PROPOSALS VOTE REQUIRED BROKER DISCRETIONARY VOTING ALLOWED ​ 1 Election of Class I directors. Plurality of votes cast for each director nominee (the nominees receiving the most “FOR” votes) No 2a and 2b To approve two separate proposals to amend 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. The affirmative vote of the holders of at least 66⅔% in voting power of all the then outstanding shares of capital stock of the Company entitled to vote thereon, voting together as a single class No 3 Ratification of the appointment of independent registered public accounting firm for the fiscal year ending December 31, 2024. Majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the matter Yes 4 To conduct a non-binding advisory vote to approve the compensation of our named executive officers. Majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the matter No With respect to Proposal 1 (Election of Class I Directors), you may vote “For” or “Withhold” with respect to each director nominee. Only votes cast “For” a nominee will be counted in the

View Full Filing

View this DEFA14A filing on SEC EDGAR