UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2022 Annual Meeting of Stockholders of Schrödinger, Inc. (the “Company”) held on June 15, 2022 (the “Annual Meeting”), the Company’s stockholders approved the Schrödinger, Inc. 2022 Equity Incentive Plan, which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval.
The description of the Schrödinger, Inc. 2022 Equity Incentive Plan contained on pages 15 to 23 of the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2022 (the “Proxy Statement”) is incorporated herein by reference. A complete copy of the Schrödinger, Inc. 2022 Equity Incentive Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted on the five 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 II Directors
The Company’s stockholders elected Jeffrey Chodakewitz, Michael Lynton, and Nancy A. Thornberry as Class II directors of the Board, each to serve for a three-year term expiring at the 2025 Annual Meeting of Stockholders and until his or her 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 |
28,656,085 | 9,173,828 | 32,799 | 6,403,544 | ||||
| Michael Lynton |
26,393,071 | 11,414,268 | 55,373 | 6,403,544 | ||||
| Nancy A. Thornberry |
28,797,669 | 9,033,087 | 31,956 | 6,403,544 |
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 |
34,864,450 | 2,950,386 | 47,876 | 6,403,544 | ||||
| Limited Common Stock |
9,164,193 | 0 | 0 | 0 | ||||
| Total |
44,028,643 | 2,950,386 | 47,876 | 6,403,544 |
Proposal 3 – Advisory Vote on the Frequency of Future Executive Compensation Advisory Votes
The Company’s stockholders recommended, in a non-binding, advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held every year. The results of the stockholders’ non-binding, advisory vote with respect to the frequency of future executive compensation advisory votes were as follows:
| EVERY ONE YEAR |
EVERY TWO YEARS |
EVERY THREE YEARS |
ABSTAIN | BROKER NON-VOTES | ||||||
| Common Stock |
37,664,347 | 26,973 | 141,449 | 29,943 | 6,403,544 | |||||
| Limited Common Stock |
9,164,193 | 0 | 0 | 0 | 0 | |||||
| Total |
46,828,540 | 26,973 | 141,449 | 29,943 | 6,403,544 |
After taking into consideration the foregoing voting results and the prior recommendation of the Board in favor of an annual stockholder advisory vote on the compensation of the Company’s named executive officers, the Board intends to hold future advisory votes on the compensation of the Company’s named executive officers every year.
Proposal 4 – Approval of the Schrödinger, Inc. 2022 Equity Incentive Plan
The Company’s stockholders approved the Schrödinger, Inc. 2022 Equity Incentive Plan. The results of the stockholders’ vote with respect to the Schrödinger, Inc. 2022 Equity Incentive Plan were as follows:
| Number of Shares FOR |
Number of Shares AGAINST |
Number of Shares ABSTAINING |
BROKER NON- VOTES | |||||
| Common Stock |
27,319,567 | 10,506,711 | 36,434 | 6,403,544 | ||||
| Limited Common Stock |
9,164,193 | 0 | 0 | 0 | ||||
| Total |
36,483,760 | 10,506,711 | 36,434 | 6,403,544 |
Proposal 5 – Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022
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, 2022. 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 |
43,920,400 | 299,929 | 45,927 | |||
| Limited Common Stock |
9,164,193 | 0 | 0 | |||
| Total |
53,084,593 | 299,929 | 45,927 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Schrödinger, Inc. 2022 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within inline XBRL document) | |
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 16, 2022 | By: | /s/ Yvonne Tran | ||||
| Yvonne Tran Chief Legal Officer and Corporate Secretary | ||||||