Schrodinger Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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
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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 | ||||||||