Schrodinger Inc

1. 1

   Election of three Class III directors

   ManagementBoard: FOR

   Election of three Class III directors — Richard A. Friesner, Rosana Kapeller-Libermann and Gary Sender — each for a three-year term expiring at the 2029 annual meeting.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks stockholders to approve the company’s named executive officer compensation as disclosed in the proxy statement. Management seeks approval to validate its pay-for-performance approach, which includes a mix of base salary, annual performance-based cash incentives, time-based equity awards (options and RSUs), and performance-restricted RSUs (PRSUs). The board and compensation committee emphasize that their program is designed to attract and retain executive talent, align management incentives with long-term stockholder value, and discourage excessive risk-taking through features such as performance conditions, clawback policy and equity ownership guidelines. The advisory vote is non-binding, but the board will consider the outcome when setting future compensation and engaging with investors. The company highlights recent pay outcomes (e.g., 92% payout of target annual incentives based on corporate performance) and continuing use of PRSUs to reinforce alignment with strategic goals. Management frames the request in the context of prior strong stockholder support and active engagement with institutional investors to refine compensation practices. A FOR recommendation reflects the board’s view that the disclosures demonstrate alignment of executive pay with company performance and stockholder interests.

3. 3

   Approval of an amendment to the Schrödinger, Inc. 2022 Equity Incentive Plan to increase shares available for issuance by 3,000,000 shares

   ManagementBoard: FOR

   Approve amendment to the 2022 Equity Incentive Plan to increase the reserved share pool by 3,000,000 shares to support ongoing equity grants to employees, directors, consultants and advisors.

   More detail

   This management proposal requests stockholder approval to increase the 2022 Equity Incentive Plan reserve by 3,000,000 shares to ensure the company can continue granting equity awards to employees, non-employee directors, consultants and advisors at historical rates. Management argues the increment is required to remain competitive in a tight talent market and to align long-term incentives with stockholder value through options, RSUs and performance-based RSUs (PRSUs). The board frames the request in the context of current plan exhaustion projections (anticipating roughly two to three years of runway absent approval), an existing practice of using a separate inducement plan for new hires, and the company’s desire to avoid increasing cash compensation in lieu of equity. The proposal narrative discloses overhang and burn-rate metrics, notes a large proportion of outstanding options are underwater, and highlights governance protections in the Amended Plan — including no evergreen provision, no repricing without stockholder approval, no liberal share recycling, limits on non-employee director compensation, clawback policy and independent committee administration. The board’s recommendation for a FOR vote is anchored on the view that a modest, time-limited increase in the share reserve is judicious and necessary for recruiting and retention, and that structural plan safeguards mitigate potential dilution risks; the board also commits to registering the additional shares if approved. The analysis should consider the dilution impact (estimated overhang rising to ~29.1% including the proposed increase), the company’s historical burn rate (~3.5% three-year average), the large number of underwater options, and the context of ongoing investor engagement and governance features when evaluating the merits of the request.

4. 4

   Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026

   ManagementBoard: FOR

   Ratify the audit committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026.

Upcoming shareholder meetings at Schrodinger Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Schrodinger Inc 2026 annual meeting?

Schrodinger Inc (SDGR) holds its 2026 annual shareholder meeting on Monday, June 22, 2026.

What is the record date for the Schrodinger Inc 2026 meeting?

The record date for the Schrodinger Inc 2026 meeting is Thursday, April 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Schrodinger Inc's 2026 meeting?

The board is presenting 3 director nominees at the Schrodinger Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Schrodinger Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Schrodinger Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.