Good morning, and welcome to the 2026 annual meeting of the shareholders of Certara. I now call this meeting to order. I'm James Cashman, chairman of the board of directors of Certara. This annual meeting of the shareholders is being held pursuant to the bylaws of the company and written notice to all shareholders. In accordance with our bylaws, I'll be acting as chairman of this meeting. Along with my fellow directors and executive officers of the company, I'd like to thank you all for your attendance, your interest, and most importantly, your support of Certara. We are conducting this meeting virtually. Shareholders may submit questions at any time during the meeting using the space provided on the virtual meeting screen. Shareholder questions should be limited to the proposals under consideration at that time.
Following the introduction of the directors in attendance and the completion of a few procedural matters, we will proceed to consider the proposals to be acted upon. I would like to introduce and extend a warm welcome to each member of our board of directors, all of whom are present at today's meeting. First, we're pleased to recognize the following directors who are standing for re-election at this meeting: Arjun Bedi, Stephen McLean, and Jon Resnick. Before we proceed, I would like to acknowledge and thank Cynthia Collins and Rose Crane for their dedicated service on the board over the years. Both of their tenures with Certara are concluded today with the end of this board term and the commencement of a new board term. We are grateful for their contributions to the company.
As I mentioned, all of our directors are present and also include as follow: Eran Broshy, Nancy Killefer, John Reynders, David Spaight, Matthew Walsh, and myself, James Cashman. Our General Counsel, Daniel Corcoran, will act as secretary of the meeting for us today. In addition, I am pleased to welcome David Cash, a representative of RSM US LLP, our independent registered public accounting firm. Finally, I'd like to introduce Peter Deskovich, a representative of Broadridge Financial Solutions, who has been appointed by the board to act as the inspector of elections for this meeting. He has previously taken his oath as our inspector of elections. Mr. Secretary, will you please report on the proof of notice of meeting?
Thank you, Mr. Chairman. I have an affidavit of distribution from Broadridge Financial Solutions certifying that the notice of this meeting was provided and that the notice of internet availability of proxy material was sent to shareholders of record as of March 20, 2026. Broadridge began distributing these materials to shareholders on April 3, 2026. I also have a copy of the annual report on Form 10-K for the fiscal year ended December 31, 2025, which includes the financial statements certified by RSM. A copy of the annual report was sent or made available to each shareholder eligible to vote at this meeting. An electronic version of the annual report is available on the website used to access this meeting.
The notice of meeting, the affidavit of distribution with its attachments, the annual report, and the oath of the inspector of elections will each be filed with the minutes of this meeting.
The secretary has the list of the holders of record of the common stock of the company at the close of business on March 20th, 2026, which is the record date that was set by the board. This list has been made available for examination by any shareholder for the purposes relevant to the annual meeting for a period of 10 days prior to this meeting through our investor relations department. Additionally, this list is available for inspection by any shareholder during this meeting through the meeting website. Mr. Secretary, will you please re-present your report of attendance at this meeting so that we can determine whether a quorum is present?
Mr. Chairman, as of the record date for this meeting, March 20, 2026, a total of 153,325,078 shares of common stock were issued and entitled to vote. The Inspector of Elections has confirmed that proxies representing more than 50% of these shares have been received and are eligible to vote, thereby constituting a quorum.
Thank you. On the basis of the report of the secretary and the inspector of elections, I find that proper notice has been given and that a quorum is present. Accordingly, this annual meeting is duly convened. I now declare the polls open for voting on all matters before the meeting. All Certara shareholders entitled to vote at this meeting can do so online. If you are a shareholder who has not yet voted, or if you wish to change your previously submitted vote, please use the virtual meeting website to vote online. Please note that if you've already voted by proxy, there's no need to vote again. After the voting on all agenda items has concluded, the polls will be closed, and the inspector of elections will present his preliminary report. We will now move to review the proposals.
Voting will commence after all proposals have been presented. The first proposal to be presented at this meeting is the election of directors. We will be electing three Class III directors to serve until the 2029 annual meeting of shareholders. If elected, each director will hold office until any of their successors is duly elected and qualified or their earlier resignation or removal. The nominees for Class III directors, in alphabetical order, are Arjun Bedi, Stephen McLean, and Jon Resnick. The board has recommended that you vote in favor of each of the nominees. The three nominees receiving the highest number of votes at this meeting will be elected. Information about the nominees and other relevant matters which may be of interest are contained in the company's proxy statement. No other nominations were received by the deadline set in the company's bylaws.
Therefore, no additional nominations may be made at this meeting, and I declare the nominations closed. We will now move on to the second proposal. The next matter to come before the meeting is the ratification of the appointment of RSM as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The board recommends that you approve the appointment of RSM to serve as the company's independent registered public accounting firm and to audit the company's financial statements for the fiscal year ending December 31st, 2026. Our last proposal is a non-binding advisory vote to approve compensation of our named executive officers for the most recently completed fiscal year. The board recommends that shareholders vote for this proposal. This vote is advisory, which means that the vote is not binding on the company, the board, or our compensation committee.
The board and the compensation committee will consider the results of this proposal. This concludes our presentation of the proposals at this meeting. The polls are about to close, so if you have not yet voted, please do so. Since everyone has had the opportunity to vote, the polls are now closed. The Inspector of Elections has delivered his preliminary report, and I will now ask Mr. Corcoran to read the preliminary results of the annual meeting.
Mr. Chairman, based on the Inspector of Elections preliminary report, on the first proposal, the three nominees receiving the highest number of votes cast in favor of his or her election are, in alphabetical order, Arjun Bedi, Stephen McLean, and Jon Resnick. As a result, each of these individuals has been reelected as a Class III director of the company to hold office until our 2029 annual meeting of shareholders. For the second proposal, the majority of the votes cast were in favor of the appointment of RSM as the company's independent registered public accounting firm. As a result, the appointment has been ratified. With respect to proposal 3, the shareholders have approved the advisory resolution on the compensation of the company's named executive officers. The final report of the Inspector of Elections will be filed with the official records of this meeting.
Additionally, the voting results are expected to be reported in a current report on Form 8-K, which will be filed with the SEC within four business days.
Thank you. That concludes the business for the meeting. The virtual meeting screen provides instructions and the opportunity to submit questions. If you choose to submit a question online, please be mindful of the rules of conduct. We will respond to you individually through our investor relations team. Thank you for attending today's meeting.
That concludes our meeting today. You may now disconnect.