---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-062640"
form_type: "8-K"
ticker: "CERT"
cik: "0001827090"
company_name: "Certara, Inc."
filed_at: "2026-05-15T20:31:48+00:00"
generated_at: "2026-05-15T21:09:29.913926+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Certara stockholders elect directors, ratify auditor, approve say-on-pay

## Summary
- All three Class III directors elected: Bedi 121.7M for, McLean 99.9M for (22.9M withheld), Resnick 121.7M for.
- RSM US LLP ratified as independent auditor for FY 2026: 141.7M for, 0.76M against.
- Non-binding say-on-pay approved: 120.3M for, 2.3M against, 0.11M abstain.
- Notable: ~22.9M shares withheld from director McLean, indicating shareholder dissent.

## SEC filing metadata
- accession: 0001104659-26-062640
- form_type: 8-K
- ticker: CERT
- cik: 0001827090
- company_name: Certara, Inc.
- filed_at: 2026-05-15T20:31:48+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1827090/000110465926062640/0001104659-26-062640-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1827090/000110465926062640/tm2614652d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-062640
- JSON: https://secwatch.observer/filing/0001104659-26-062640.json
- Plain text: https://secwatch.observer/filing/0001104659-26-062640.txt

## Key facts
- Shareholder Votes
  Certara, Inc. shareholders approved Non-binding advisory vote on compensation of named executive officers at the 2026-05-14 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-05-14
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1827090/000110465926062640/0001104659-26-062640-index.htm
- Shareholder Votes
  Certara, Inc. shareholders approved Ratification of RSM US LLP as independent registered public accounting firm for 2026 fiscal year at the 2026-05-14 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-14
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1827090/000110465926062640/0001104659-26-062640-index.htm
- Shareholder Votes
  Certara, Inc. shareholders approved Election of three Class III directors at the 2026-05-14 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-05-14
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1827090/000110465926062640/0001104659-26-062640-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.