Certara posts 2026 annual meeting vote results

Certara, Inc. reported the final voting results from its annual meeting of stockholders held on May 14, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Certara, Inc. reported the final voting results from its annual meeting of stockholders held on May 14, 2026. Three director nominees received large majorities of votes cast, with Arjun Bedi receiving 121,707,485 votes for and 1,028,187 withheld, Stephen McLean receiving 99,884,645 for and 22,851,027 withheld, and Jon Resnick receiving 121,713,279 for and 1,022,393 withheld. Separate proposals also drew strong support, including one with 141,730,429 votes for, 764,353 against and 122,547 abstentions, and another with 120,333,107 votes for, 2,289,297 against and 113,268 abstentions, alongside broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Arjun Bedi: 121,707,485 votes Votes withheld for Arjun Bedi: 1,028,187 votes Votes for Stephen McLean: 99,884,645 votes +3 more

6 metrics

Votes for Arjun Bedi 121,707,485 votes Director nominee at May 14, 2026 annual meeting

Votes withheld for Arjun Bedi 1,028,187 votes Director nominee at May 14, 2026 annual meeting

Votes for Stephen McLean 99,884,645 votes Director nominee at May 14, 2026 annual meeting

Votes for Jon Resnick 121,713,279 votes Director nominee at May 14, 2026 annual meeting

Proposal A For votes 141,730,429 votes Non-director proposal with 764,353 against and 122,547 abstain

Proposal B For votes 120,333,107 votes Non-director proposal with 2,289,297 against and 113,268 abstain

Key Terms

annual meeting of stockholders, proxy statement, broker non-vote, emerging growth company

4 terms

annual meeting of stockholders financial

"On May 14, 2026, Certara, Inc. ... held its annual meeting of stockholders."

proxy statement regulatory

"The proposals are described in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders..."

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

broker non-vote financial

"For | | Withheld | | Broker Non-Vote Arjun Bedi | | 121,707,485..."

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 ... Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Certara (CERT) disclose in this Form 8-K?

Certara disclosed the final voting results from its May 14, 2026 annual meeting of stockholders, including detailed vote counts for director nominees and other proposals, as described in its April 3, 2026 proxy statement.

How did Certara (CERT) stockholders vote on director nominees?

Stockholders cast large majorities of votes "For" each named director. Arjun Bedi received 121,707,485 votes for, Stephen McLean 99,884,645, and Jon Resnick 121,713,279, with smaller withheld totals and significant broker non-votes recorded.

What were the vote totals on other Certara (CERT) proposals?

One proposal received 141,730,429 votes for, 764,353 against and 122,547 abstentions. Another proposal recorded 120,333,107 votes for, 2,289,297 against and 113,268 abstentions, along with 19,881,657 broker non-votes for the latter.

When was Certara’s 2026 annual meeting of stockholders held?

Certara held its 2026 annual meeting of stockholders on May 14, 2026. The Form 8-K summarizes the final vote results on director elections and other proposals considered at that meeting.

Where were details of Certara (CERT) proposals originally described?

Details of the proposals voted on at the May 14, 2026 annual meeting were described in Certara’s proxy statement for the 2026 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on April 3, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:31 PM

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): May 14, 2026

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.)

4 Radnor Corporate Center, Suite 350
Radnor, Pennsylvania		19087
(Address of principal executive offices)		(Zip Code)

(415) 237-8272

(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 5.07

Submission of Matters to a Vote of Security Holders

On May 14, 2026, Certara, Inc. (the “Company”) held its annual meeting of stockholders. The proposals are described in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 3, 2026. The final results of the votes regarding each proposal are set forth below.

The Company’s stockholders elected the three Class III directors listed below to the Board of Directors of the Company to hold office until the 2029 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The voting results were as follows:

	For	Withheld	Broker Non-Vote
Arjun Bedi	121,707,485	1,028,187	19,881,657
Stephen McLean	99,884,645	22,851,027	19,881,657
Jon Resnick	121,713,279	1,022,393	19,881,657

The Company’s stockholders ratified the selection of RSM US LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year. The voting results were as follows:

For		Against		Abstain		Broker Non-Vote
141,730,429		764,353		122,547		0

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the most recently completed fiscal year. The voting results were as follows:

For		Against		Abstain		Broker Non-Vote
120,333,107		2,289,297		113,268		19,881,657

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:	May 15, 2026	CERTARA, INC.
		(Registrant)


		By:	/s/ Daniel D. Corcoran
			Daniel D. Corcoran
			Senior Vice President and General Counsel

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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