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Get filing alertsSchrodinger shareholders approve 3M-share equity plan expansion at annual meeting
Filed June 23, 2026 · Period ending June 22, 2026 · ~1 min read
Key Changes
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Shareholders approved adding 3 million shares to the 2022 Equity Incentive Plan with 79.3% support (41.4M for vs. 10.8M against), expanding the company's capacity for employee equity compensation and retention.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Three Class III directors elected to three-year terms: Richard Friesner (78.1% support), Rosana Kapeller-Libermann (75.1%), and Gary Sender (77.8%), all with majority approval through 2029.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Executive compensation approved in advisory say-on-pay vote with 98.3% support (51.3M for vs. 871K against), reflecting strong shareholder endorsement of pay practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
KPMG LLP ratified as independent auditor for fiscal 2026 with 99.7% approval (61.7M for vs. 180K against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Schrodinger held its 2026 annual meeting on June 22, with shareholders approving all four proposals on the ballot. The most material outcome was the 79.3% approval to expand the 2022 Equity Incentive Plan by 3 million shares, giving management additional capacity to grant stock options and restricted stock units for employee recruitment and retention.
The vote reflects moderate shareholder support for dilutive equity compensation in a competitive labor market for computational drug discovery talent. The three director elections and governance votes were routine. All three Class III directors—Richard Friesner, Rosana Kapeller-Libermann, and Gary Sender—won re-election with 75–78% support for three-year terms.
The say-on-pay vote passed with 98.3% approval, and auditor ratification received near-unanimous support at 99.7%. These results indicate healthy shareholder confidence in board composition, executive pay structure, and audit oversight. For retail holders, the equity plan expansion is the only item with potential near-term impact through incremental dilution as new grants vest.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Schrodinger held its 2026 annual meeting; stockholders elected three directors, approved executive compensation, expanded the equity plan, and ratified KPMG.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Richard A. Friesner 33,634,8799,424,52568,3399,593,955 Rosana Kapeller-Libermann 32,336,27310,723,56567,9059,593,955 Gary Sender 33,506,4869,552,23569,0229,593,955
Stockholders elected three Class III directors to three-year terms expiring in 2029. Richard Friesner received 33,634,879 votes for vs. 9,424,525 against (78.1% support); Rosana Kapeller-Libermann received 32,336,273 for vs. 10,723,565 against (75.1% support); Gary Sender received 33,506,486 for vs. 9,552,235 against (77.8% support). All three directors were elected with majority support.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
Shareholders approved an amendment to the 2022 Equity Incentive Plan that adds 3 million shares to the pool available for employee equity compensation. This expands the company's ability to grant stock options, restricted stock units, and other equity awards to employees and executives.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 23, 2026 · How we verify