sdgr-20260622
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
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Schrodinger, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| 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 | ||||||||
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 | ||||||||