Schrodinger, Inc. 8-K

What Happened

• Schrödinger, Inc. filed an 8-K on June 23, 2026 reporting results of its June 22, 2026 Annual Meeting. Stockholders approved a Board-adopted amendment to the 2022 Equity Incentive Plan adding 3,000,000 shares for issuance under the plan. The definitive proxy (filed April 28, 2026) describes the amended plan and the full amended plan is included as an exhibit.
• At the same meeting, shareholders re-elected three Class III directors — Richard A. Friesner, Rosana Kapeller-Libermann and Gary Sender — each for three-year terms through the 2029 annual meeting. Shareholders also approved the advisory (non-binding) vote on executive compensation and ratified KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026.

Key Details

• Equity plan: Board-approved 2026 Plan Amendment increases shares available under the 2022 Equity Incentive Plan by 3,000,000 shares.
• Director elections: Richard A. Friesner, Rosana Kapeller-Libermann and Gary Sender were elected as Class III directors. Example vote totals (common stock): Friesner — 33,634,879 FOR; Kapeller-Libermann — 32,336,273 FOR; Sender — 33,506,486 FOR. Broker non-votes: 9,593,955.
• Say-on-pay: Advisory vote on executive compensation passed (total: 51,345,375 FOR, 870,926 AGAINST, 75,635 ABSTAINING).
• Auditor ratification: KPMG LLP ratified as auditor for fiscal 2026 (total: 61,674,114 FOR, 179,559 AGAINST, 32,218 ABSTAINING).

Why It Matters

• The 3 million-share increase expands the pool of shares available for employee and executive equity awards, which can affect future share-based compensation and potential dilution — a material consideration for shareholders tracking share count and compensation expense.
• Re-election of the three directors maintains board continuity; approval of the advisory pay vote signals majority shareholder support for executive compensation practices. Ratification of KPMG confirms continuity of the company’s external auditor for the coming fiscal year.