{"url_path":"/sec/sdgr/8-k/2026-06-23/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1490978/0001490978-26-000049-index.html","accession_number":"0001490978-26-000049","cik":"0001490978","ticker":"SDGR","issuer_name":"Schrodinger, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1490978/0001490978-26-000049-index.html","primary_entity_key":"0001490978","primary_entity_name":"Schrodinger, Inc."},"word_count":426,"has_tables":true,"body_markdown":"Item 5.07.    Submission of Matters to a Vote of Security Holders.\n\nAt 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](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001490978/000149097826000026/sdgr-20260427.htm).\n\nHolders 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.\n\nProposal 1 – Election of Three Class III Directors\n\nThe 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:\n\nNomineeNumber of Shares of Common Stock FORNumber of Shares of Common Stock AGAINSTNumber of Shares of Common Stock ABSTAININGBROKER NON-VOTES\n\nRichard A. Friesner33,634,8799,424,52568,3399,593,955\n\nRosana Kapeller-Libermann32,336,27310,723,56567,9059,593,955\n\nGary Sender33,506,4869,552,23569,0229,593,955\n\nProposal 2 – Advisory Vote on Executive Compensation\n\nThe 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:\n\nNumber of Shares FORNumber of Shares AGAINSTNumber of Shares ABSTAININGBROKER NON-VOTES\n\nCommon Stock42,181,182870,92675,6359,593,955\n\nLimited Common Stock9,164,193000\n\nTotal51,345,375870,92675,6359,593,955\n\nProposal 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\n\nThe Company’s stockholders approved the 2026 Plan Amendment. The results of the stockholders’ vote with respect to the 2026 Plan Amendment were as follows:\n\nNumber of Shares FORNumber of Shares AGAINSTNumber of Shares ABSTAININGBROKER NON-VOTES\n\nCommon Stock32,257,90310,825,54744,2939,593,955\n\nLimited Common Stock9,164,193000\n\nTotal41,422,09610,825,54744,2939,593,955\n\nProposal 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\n\nThe 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:\n\nNumber of Shares FORNumber of Shares AGAINSTNumber of Shares ABSTAINING\n\nCommon Stock52,509,921179,55932,218\n\nLimited Common Stock9,164,19300\n\nTotal61,674,114179,55932,218"}