Schrödinger (SDGR) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 22, 2026, to be held virtually, with voting on four main proposals.

• Proposals include election of three Class III directors, advisory vote on executive compensation, amendment to the 2022 Equity Incentive Plan, and ratification of KPMG LLP as auditor.

• Board recommends voting in favor of all proposals.

• Proxy materials are available online, and shareholders can vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Election of three Class III directors for three-year terms expiring in 2029.

• Advisory, non-binding vote on executive compensation (say-on-pay).

• Amendment to the 2022 Equity Incentive Plan to increase shares available by 3,000,000.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of ten members divided into three classes with staggered terms.

• Majority of directors are independent per Nasdaq rules; only CEO and one co-founder are not independent.

• Committees include audit, compensation, nominating and corporate governance, and drug discovery.

• Board diversity and skills matrices disclosed, highlighting a range of backgrounds and expertise.

• Regular stockholder engagement on governance and board structure.