CERTARA INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To elect the three Class 1 directors named in our Proxy Statement to hold office until the 2027 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified: David Spaight

CERTARA INC.’s own tally for this item (“Elect Director: David Spaight”): 134,089,134 for, 5,675,221 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 54,986,155 for, 2,344,117 against, 6,570 abstained.

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

Description as filed by funds: To elect the three Class 1 directors named in our Proxy Statement to hold office until the 2027 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified: James Cashman III

CERTARA INC.’s own tally for this item (“Elect Director: James Cashman III”): 97,677,417 for, 42,089,383 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 70% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 30,474,450 for, 26,855,822 against, 6,570 abstained.

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

Description as filed by funds: To elect the three Class 1 directors named in our Proxy Statement to hold office until the 2027 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified: Nancy Killefer

CERTARA INC.’s own tally for this item (“Elect Director: Nancy Killefer”): 116,438,759 for, 23,326,293 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 83% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 44,622,645 for, 12,707,627 against, 6,570 abstained.

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

Description as filed by funds: 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.

CERTARA INC.’s own tally for this item (“2b. 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.”): 139,777,926 for, 62,571 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of CERTARA INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “AMEND CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS” (3 managers, 173,553 for).

The 78 asset managers below reported 57,156,719 for, 6,570 abstained.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: To approve two separate proposals to amend our Amended and Restated Certificate of Incorporation (our "Certificate of Incorporation"): Amend our Certificate of Incorporation to limit the liability of certain officers of Certara as permitted pursuant to the Delaware General Corporation Law; and

CERTARA INC.’s own tally for this item (“2. Two separate proposals to amend our Amended and Restated Certification (our "Certificate of Incorporation")”): 121,989,833 for, 17,851,204 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's shareholders approved two separate proposals to amend our Amended and Restated Certification (our "Certificate of Incorporation").”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 38,839,761 for, 5,709,581 against.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: Amend our Certificate of Incorporation to limit the liability of certain officers of Certara as permitted pursuant to the Delaware General Corporation Law.

The 31 asset managers below reported 4,768,347 for, 7,839,030 against, 6,570 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 31 asset managers. See all 31 in the interactive database.

Description as filed by funds: A non-binding advisory vote to approve the compensation of our named executive officers.

CERTARA INC.’s own tally for this item (“4. An advisory vote on the named executive officer's compensation”): 132,603,850 for, 7,227,096 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's shareholders approved an advisory vote on the named executive officer's compensation.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 78 managers: 55,259,389 for, 1,627,338 against, 6,570 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 217 managers: 57,315,646 for, 5,238,544 against, 1,301 abstained, 98 not voted, 3,315 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of the selection of RSM US LLP as our independent registered public accounting firm for 2024.

CERTARA INC.’s own tally for this item (“3. The appointment of the Company's independent registered public accounting firm for the 2024 fiscal year”): 143,943,127 for, 306,631 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's shareholders ratified the appointment of the Company's independent registered public accounting firm for the 2024 fiscal year.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 57,104,952 for, 51,767 against, 6,570 abstained.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.