Schrodinger Announces Director Changes and Executive Compensation

TL;DR

Schrodinger's board is changing with a new director, and they're talking executive pay.

AI Summary

Schrodinger, Inc. announced on June 18, 2024, the departure of Director Dr. Christopher J. Alport and the election of Dr. David E. R. Sutherland as a new Class II Director. The company also reported on compensatory arrangements for its named executive officers and submitted matters to a vote of security holders.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while updates on executive compensation are closely watched by investors.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance matters such as director changes and executive compensation, with no immediate financial implications disclosed.

Key Players & Entities

• Schrodinger, Inc. (company) — Registrant
• Dr. Christopher J. Alport (person) — Departing Director
• Dr. David E. R. Sutherland (person) — Newly Elected Director
• June 18, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share SDGR The Nasdaq Stock Market

Filing Documents

• sdgr-20240618.htm (8-K) — 70KB
• 0001490978-24-000051.txt ( ) — 198KB
• sdgr-20240618.xsd (EX-101.SCH) — 2KB
• sdgr-20240618_lab.xml (EX-101.LAB) — 22KB
• sdgr-20240618_pre.xml (EX-101.PRE) — 13KB
• sdgr-20240618_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders voted on the six 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 I Directors The Company's stockholders elected Ramy Farid, Gary Ginsberg and Arun Oberoi as Class I directors of the Board, each to serve for a three-year term expiring at the 2027 Annual Meeting of Stockholders and until his respective successor is duly elected and qualified. The results of the stockholders' vote with respect to the election of such Class I 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 Ramy Farid 35,738,710 8,176,008 86,463 6,711,685 Gary Ginsberg 33,592,870 10,318,945 89,366 6,711,685 Arun Oberoi 35,625,129 8,286,642 89,410 6,711,685 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 42,885,060 1,024,272 91,849 6,711,685 Limited Common Stock 9,164,193 0 0 0 Total 52,049,253 1,024,272 91,849 6,711,685 Proposal 3 – Approval of an amendment to the Schrdinger, Inc. 202

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 99.1 Schrdinger, 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 25, 2024) 99.2 Schrdinger, Inc. 2020 Employee Stock Purchase Plan, as amended (incorporated by reference to Appendix D to the Company's Definitive Proxy Statement on Schedule 14A (File No. 001-39206) filed with the SEC on April 25, 2024) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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. Schrdinger, Inc. Date: June 18, 2024 By: /s/ Yvonne Tran Yvonne Tran Chief Legal Officer and Corporate Secretary 3

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View this 8-K filing on SEC EDGAR