Shareholders back Schrodinger (NASDAQ: SDGR) equity plan, director slate and KPMG

Rhea-AI Filing Summary

Schrödinger, Inc. reported results of its 2026 annual stockholder meeting. Stockholders approved an amendment to the 2022 Equity Incentive Plan that increases the shares of common stock available for issuance by 3,000,000 shares, supporting future equity-based compensation.

Three Class III directors—Richard A. Friesner, Rosana Kapeller-Libermann and Gary Sender—were elected to three-year terms expiring at the 2029 annual meeting. Stockholders approved, on a non-binding basis, the compensation of named executive officers and ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 3,000,000 shares Say-on-pay support: 51,345,375 for vs. 870,926 against Equity plan amendment vote: 41,422,096 for vs. 10,825,547 against +4 more

7 metrics

Equity plan share increase 3,000,000 shares Additional common stock available under 2022 Equity Incentive Plan

Say-on-pay support 51,345,375 for vs. 870,926 against Advisory vote on executive compensation, with 75,635 abstentions

Equity plan amendment vote 41,422,096 for vs. 10,825,547 against Approval of 2026 Plan Amendment, with 44,293 abstentions

Auditor ratification support 61,674,114 for vs. 179,559 against Ratification of KPMG LLP for fiscal year ending December 31, 2026

Director vote – Friesner 33,634,879 for vs. 9,424,525 against Election of Richard A. Friesner as Class III director

Director vote – Kapeller-Libermann 32,336,273 for vs. 10,723,565 against Election of Rosana Kapeller-Libermann as Class III director

Director vote – Sender 33,506,486 for vs. 9,552,235 against Election of Gary Sender as Class III director

Key Terms

2022 Equity Incentive Plan, non-binding, advisory vote, broker non-votes, independent registered public accounting firm, +1 more

5 terms

2022 Equity Incentive Plan financial

"The 2026 Plan Amendment ... to the Schrödinger, Inc. 2022 Equity Incentive Plan, as amended"

non-binding, advisory vote financial

"The Company’s stockholders approved the non-binding, advisory vote on the compensation paid"

broker non-votes financial

"Number of Shares of Common Stock ABSTAINING | BROKER NON-VOTES"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

limited common stock financial

"Holders of the Company’s limited common stock were entitled to one vote per share"

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Understanding 8-K Material Events →

Available on EDGAR 06/23/2026 - 04:11 PM Accepted by SEC EDGAR 06/23/2026 - 04:10 PM Learn about SEC filing dates

1540 Broadway24th FloorNew YorkNYFALSE000149097800014909782026-06-222026-06-22

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): June 22, 2026

________________________________________

Schrodinger, Inc.

(Exact name of Registrant as Specified in Its Charter)

________________________________________

Delaware			001-39206			95-4284541
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
			(Commission File Number)
1540 Broadway, 24th Floor New York, NY						10036
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 295-5800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

________________________________________

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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

SDGR

The Nasdaq Stock Market LLC

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 o

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. o

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2026 Annual Meeting of Stockholders of Schrödinger, Inc. (the “Company”) held on June 22, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “2026 Plan Amendment”) to the Schrödinger, Inc. 2022 Equity Incentive Plan, as amended (the “2022 Equity Incentive Plan”). The 2026 Plan Amendment, which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval, increases the number of shares of common stock of the Company available for issuance under the 2022 Equity Incentive Plan by 3,000,000 shares.

The description of the 2022 Equity Incentive Plan, as amended by the 2026 Plan Amendment, contained on pages 18 to 29 of the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2026 (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the 2022 Equity Incentive Plan, as amended by the 2026 Plan Amendment, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

At the Annual Meeting, the Company’s stockholders voted on the four proposals set forth below. A more detailed description of each proposal is set forth in the Proxy Statement.

Holders of the Company’s common stock were entitled to one vote per share of common stock on each matter brought before the Annual Meeting. Holders of the Company’s limited common stock were entitled to one vote per share of limited common stock on each matter brought before the Annual Meeting, except that each share of limited common stock was not entitled to vote on the election of directors.

Proposal 1 – Election of Three Class III Directors

The Company’s stockholders elected Richard A. Friesner, Rosana Kapeller-Libermann and Gary Sender as Class III directors of the Board, each to serve for a three-year term expiring at the 2029 Annual Meeting of Stockholders and until his or her respective successor is duly elected and qualified. The results of the stockholders’ vote with respect to the election of such Class III directors were as follows:

Nominee			Number of Shares of Common Stock FOR						Number of Shares of Common Stock AGAINST						Number of Shares of Common Stock ABSTAINING						BROKER NON-VOTES
Richard A. Friesner			33,634,879						9,424,525						68,339						9,593,955
Rosana Kapeller-Libermann			32,336,273						10,723,565						67,905						9,593,955
Gary Sender			33,506,486						9,552,235						69,022						9,593,955

Proposal 2 – Advisory Vote on Executive Compensation

The Company’s stockholders approved the non-binding, advisory vote on the compensation paid to its named executive officers. The results of the stockholders’ non-binding, advisory vote with respect to compensation paid to the Company’s named executive officers were as follows:

			Number of Shares FOR						Number of Shares AGAINST						Number of Shares ABSTAINING						BROKER NON-VOTES
Common Stock			42,181,182						870,926						75,635						9,593,955
Limited Common Stock			9,164,193						0						0						0
Total			51,345,375						870,926						75,635						9,593,955

Proposal 3 – Approval of an Amendment to the 2022 Equity Incentive Plan to Increase the Number of Shares of the Company’s Common Stock Available for Issuance Thereunder by 3,000,000 Shares

The Company’s stockholders approved the 2026 Plan Amendment. The results of the stockholders’ vote with respect to the 2026 Plan Amendment were as follows:

			Number of Shares FOR						Number of Shares AGAINST						Number of Shares ABSTAINING						BROKER NON-VOTES
Common Stock			32,257,903						10,825,547						44,293						9,593,955
Limited Common Stock			9,164,193						0						0						0
Total			41,422,096						10,825,547						44,293						9,593,955

Proposal 4 – Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to such ratification were as follows:

			Number of Shares FOR						Number of Shares AGAINST						Number of Shares ABSTAINING
Common Stock			52,509,921						179,559						32,218
Limited Common Stock			9,164,193						0						0
Total			61,674,114						179,559						32,218

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number						Description
99.1						Schrödinger, Inc. 2022 Equity Incentive Plan, as amended (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-39206) filed with the SEC on April 28, 2026)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

			Schrödinger, Inc.
Date: June 23, 2026			By:			/s/ Yvonne Tran
						Yvonne Tran
						Chief Legal Officer and Corporate Secretary

FAQ

What equity plan change did Schrödinger (SDGR) shareholders approve?

Shareholders approved an amendment to the 2022 Equity Incentive Plan, increasing the shares of common stock available for issuance by 3,000,000 shares. This supports ongoing equity-based compensation and incentive awards for employees, directors and other eligible participants.

Which directors were elected at Schrödinger (SDGR) 2026 annual meeting?

Shareholders elected Richard A. Friesner, Rosana Kapeller-Libermann and Gary Sender as Class III directors. Each will serve a three-year term expiring at the 2029 annual meeting and continue until a successor is duly elected and qualified.

How did Schrödinger (SDGR) shareholders vote on executive compensation?

Shareholders approved the non-binding, advisory vote on compensation for named executive officers. Total votes were 51,345,375 for, 870,926 against and 75,635 abstaining, with 9,593,955 broker non-votes recorded on this proposal.

What were the voting results on Schrödinger (SDGR) equity plan amendment?

For the 2026 Plan Amendment, total votes were 41,422,096 for, 10,825,547 against and 44,293 abstaining, with 9,593,955 broker non-votes. This approved increasing shares available under the 2022 Equity Incentive Plan by 3,000,000.

Did Schrödinger (SDGR) shareholders ratify KPMG as auditor for 2026?

Yes. Shareholders ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 61,674,114 votes for, 179,559 against and 32,218 abstaining on the ratification proposal.

How do common and limited common stock votes work at Schrödinger (SDGR)?

Each share of common stock and limited common stock carries one vote on most matters. However, each share of limited common stock is not entitled to vote on the election of directors, while still voting on advisory pay, plan amendments and auditor ratification.

Filing Exhibits & Attachments

3 documents

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