Schrödinger AGM: Directors Re-elected, Say-on-Pay Passes, Auditor Confirmed

Rhea-AI Filing Summary

Schrödinger, Inc. (Nasdaq: SDGR) filed an 8-K disclosing the voting results of its 2025 Annual Meeting held on 18 June 2025. Shareholders acted on three routine corporate-governance items.

• Board elections (Proposal 1): All four Class II directors—Jeffrey Chodakewitz, Michael Lynton, Nancy A. Thornberry and Bridget van Kralingen—were re-elected for terms ending at the 2028 meeting. Support ranged from 73% to 99%, with Michael Lynton receiving the lowest approval (32.4 million “For” versus 12.3 million “Against,” or c. 27.5% opposition).
• Say-on-Pay (Proposal 2): The non-binding advisory vote on executive compensation passed with 50.8 million votes For and 3.0 million Against (≈94.4% support when limited and common stock are combined).
• Auditor ratification (Proposal 3): KPMG LLP was reaffirmed as independent auditor for FY 2025 with 61.4 million votes For and only 0.3 million Against (≈99.5% support).

No other material transactions, earnings data, or strategic changes were reported in this filing.

Positive

• 94.4% approval on the Say-on-Pay vote signals broad investor confidence in executive compensation practices.
• 99.5% support for KPMG LLP ratification underscores strong trust in the company’s financial reporting and audit oversight.
• Re-election of all Class II directors ensures board continuity through 2028.

Negative

• Director Michael Lynton faced 27.5% opposition, materially higher than peers, highlighting a potential governance concern that could attract future activist attention.

Insights

Corporate Governance Expert

TL;DR: Routine AGM votes passed; one director draws notable dissent, but overall governance support remains strong.

The 8-K reveals standard annual-meeting outcomes with few surprises. All directors secured re-election, assuring board continuity; however, Michael Lynton’s 27.5% opposition exceeds the sub-5% dissent seen for his peers and may warrant board engagement with investors. The Say-on-Pay resolution passed comfortably at 94%, signaling broad endorsement of compensation practices. Auditor ratification at 99.5% indicates high confidence in financial oversight. Because no capital-allocation or strategic items were on the ballot, the filing is largely procedural and should not materially shift valuation or risk profile.

Portfolio Manager

TL;DR: Filing is neutral for valuation; voting confirms status quo and poses no immediate catalyst.

Investors received confirmation that corporate governance remains stable: management retained shareholder backing, and KPMG continues as auditor. Elevated dissent for one director is unlikely to affect near-term performance but could feed ESG screens. From a portfolio standpoint, the information neither alters cash-flow forecasts nor impacts multiples; therefore, we classify the event as not impactful for position sizing or risk budgeting.

8-K Event Classification

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

1 item

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.

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1540 Broadway24th FloorNew YorkNYFALSE000149097800014909782025-06-182025-06-18

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 18, 2025

________________________________________

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 5.07 Submission of Matters to a Vote of Security Holders.

At the 2025 Annual Meeting of Stockholders of Schrödinger, Inc. (the “Company”), held on June 18, 2025 (the “Annual Meeting”), the Company’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 24, 2025.

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 Four Class II Directors

The Company’s stockholders elected Jeffrey Chodakewitz, Michael Lynton, Nancy A. Thornberry, and Bridget van Kralingen as Class II directors of the board of directors, each to serve for a three-year term expiring at the 2028 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 II 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
Jeffrey Chodakewitz			44,010,885						633,124						27,115						7,885,651
Michael Lynton			32,354,605						12,288,938						27,581						7,885,651
Nancy A. Thornberry			44,012,696						612,247						46,181						7,885,651
Bridget van Kralingen			44,203,761						440,684						26,679						7,885,651

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			41,593,958						3,028,650						48,516						7,885,651
Limited Common Stock			9,164,193						0						0						0
Total			50,758,151						3,028,650						48,516						7,885,651

Proposal 3 – Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025

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, 2025. 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			52,190,272						335,203						31,300
Limited Common Stock			9,164,193						0						0
Total			61,354,465						335,203						31,300

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 18, 2025			By:			/s/ Yvonne Tran
						Yvonne Tran
						Executive Vice President and Chief Legal Officer

FAQ

What were the key outcomes of Schrödinger's 2025 Annual Meeting (SDGR)?

Shareholders re-elected four directors, approved executive compensation with 94.4% support and ratified KPMG LLP as auditor with 99.5% support.

Which Schrödinger director received the highest opposition vote?

Michael Lynton received approximately 27.5% votes against, the most dissent among the Class II nominees.

How did shareholders vote on Schrödinger's Say-on-Pay proposal?

The advisory compensation proposal passed with 50.8 million For and 3.0 million Against votes.

Was KPMG LLP reappointed as Schrödinger’s independent auditor for FY 2025?

Yes. KPMG was ratified with 61.4 million For votes and only 0.3 million Against.

Does this 8-K filing report any earnings or acquisition news for SDGR?

No. The filing is limited to voting results; it contains no earnings, M&A, or strategic transaction disclosures.