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 15, 2021

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

Principal Officers.

On July 15, 2021, 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 nine (9) to eleven (11), effective as of August 1, 2021, and designated the newly created vacancies as a Class I director and Class II director, respectively.

On July 15, 2021, the Board elected Cynthia Collins as a Class II director and Nancy Killefer as a Class III director, both effective August 1, 2021.

The Board has appointed Mses. Killefer and Collins to serve as members of the Audit Committee. Mses. Killefer and Collins will receive compensation as non-employee directors in accordance with the Company’s non-employee director compensation policy described in “Executive Compensation−Director Compensation” of the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2021. The Company intends to enter into an indemnification agreement with Mses. Killefer and Collins substantially similar to the indemnification agreements the Company has entered into with other members of the Board.

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 15, 2021	CERTARA, INC.
	(Registrant)


	By:	/s/ Richard M. Traynor
		Richard M. Traynor
		Senior Vice President and General Counsel

Certara, Inc. filed SEC Form 8-K: Leadership Update