Schrödinger, Inc. (SDGR)
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AGM 2026

Jun 22, 2026

Summary

The meeting confirmed a quorum, approved all proposals including director elections, executive compensation, and an equity plan amendment, and ratified the auditor. Strategic updates highlighted the company's AI-driven molecular discovery platform and its strong track record.

Operator

It is now my pleasure to turn today's meeting over to Ramy Farid, Chief Executive Officer of Schrödinger, Inc.

Ramy Farid
President and CEO, Schrödinger

Good morning, welcome to the 2026 annual meeting of stockholders of Schrödinger. I'm Ramy Farid, Chief Executive Officer, and I will be presiding over this meeting. At this time, I call the meeting to order and turn it over to Yvonne Tran, our Chief Legal Officer and Corporate Secretary.

Yvonne Tran
Chief Legal Officer and Corporate Secretary, Schrödinger

Thanks, Ramy. Good morning, everyone. Before we begin the formal business of the meeting, I'd like to make some introductions. Joining us today, in addition to Ramy, are the following members of our board of directors: Michael Lynton, our Chair; Gary Ginsberg; Jeffrey Chodakewitz; Nancy Thornberry; Richard Friesner; Rosana Kapeller-Libermann; Gary Sender; Arun Oberoi; and Bridget van Kralingen. In addition, the following members of our management team are present today: Ramy Farid, Chief Executive Officer; Richie Jain, Chief Financial Officer; Jaren Madden, SVP, Chief Corporate Affairs Officer and Head of Investor Relations; Matthew Luchini, Director, Investor Relations and Corporate Affairs; and myself, Yvonne Tran, Chief Legal Officer, Chief People Officer, and Corporate Secretary.

I'd also like to introduce Katie Wechsler and Jay Broudy, representatives from KPMG LLP, our independent registered public accounting firm, Tracy Oates, a representative from Broadridge Financial Solutions, who's been appointed to act as Inspector of Election, and Scott Moonen of WilmerHale, the company's legal counsel. Before we continue, we ask that you follow the rules of conduct and procedures for today's meeting, which have been posted to the following website: www.virtualshareholdermeeting.com/sdgr2026.

Please note that various remarks that we may make about future expectations, plans, and prospects for the company constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the Risk Factors section of our most recent quarterly report on Form 10-Q, which is on file with the SEC.

In addition, these forward-looking statements represent the company's expectations only as of today. While we may elect to update these forward-looking statements, we specifically disclaim any obligation to do so. Any forward-looking statements should not be relied upon as representing the company's estimates or views as of any date subsequent to today. Please also note I've received an affidavit from Schrödinger's representative at Broadridge Financial Solutions certifying that the notice of the annual meeting was sent to all stockholders of record as of April 23rd, 2026, a copy of which will be included in the minutes of the meeting.

Our first order of business today is to determine whether the shares represented at this meeting, either by means of remote communication or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Holders of 65,556,531 shares of common stock and 9,164,193 shares of limited common stock are entitled to vote at this meeting. The Inspector of Election has informed me that there are present, either by means of remote communication or by proxy, a total of 52,719,888 shares of common stock and 9,164,193 shares of limited common stock.

This constitutes a majority in voting power of the shares issued and outstanding and entitled to vote at this meeting. Further, in the case of the election of the three Class III directors, this constitutes a majority in voting power of the shares of common stock issued and outstanding and entitled to vote on such matter. Based on the foregoing, I confirm that a quorum exists. We now turn to the items to be voted on today, as indicated in the notice of meeting and accompanying documents that we made available to our stockholders.

The first item to be voted on is the election of three Class III directors to serve until the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The three nominees for election are Richard Friesner, Rosana Kapeller-Libermann, and Gary Sender. The second item to be voted on is the approval of an advisory vote on executive compensation. The proxy statement for this meeting contained the text of the resolution that stockholders are being asked to approve.

The third item to be voted on is the approval of an amendment to the Schrödinger, Inc. 2022 Equity Incentive Plan, as amended, to increase the number of shares of our common stock available for issuance thereunder by 3 million shares. Finally, the last item to be voted on is the ratification of the selection of KPMG LLP as Schrödinger's independent registered public accounting firm for the current fiscal year.

If you have any questions on the proposals, please submit them on the virtual meeting website. If you submit a question, please also include your name and affiliation to Schrödinger. We'll pause briefly now to allow stockholders to submit questions. I remind you that there will be an opportunity for general questions not related to the proposals after the formal portion of the meeting has concluded, Matthew, do we have any questions pertaining to the proposals at this time?

Matthew Luchini
Director of Investor Relations and Corporate Affairs, Schrödinger

There are no questions at this time.

Yvonne Tran
Chief Legal Officer and Corporate Secretary, Schrödinger

Thanks, Matthew. There are no questions, we'll move on to voting on the proposals. The polls are now open for each of the matters I described earlier that are to be voted on today. If you previously voted by proxy, whether by mail, telephone, or internet, you should not vote now unless you wish to change your vote. Your submission of a vote now will revoke all proxies. For stockholders who provided a proxy, the persons named in the proxy will vote your shares as indicated on the proxy.

For any stockholders who have not submitted a proxy and who wish to vote now, or for any stockholders who submitted a proxy but wish to revoke their proxy or change their vote, you may vote by using the Vote Here link provided on the virtual meeting website. Please follow the instructions there. We'll pause briefly now to allow stockholders to vote. We've now concluded the business items on the agenda for this meeting. The polls are now closed, and the inspector of election has tabulated the votes. We have the preliminary report of the results of today's meeting.

Based on this report, I can announce that, first, each of the nominees for director, Richard Friesner, Rosana Kapeller-Libermann , and Gary Sender, has been elected as a class three director. Second, the advisory resolution approving executive compensation has been approved. Third, the amendment to the Schrödinger, Inc. 2022 Equity Incentive Plan, as amended, has been approved. Finally, the appointment of KPMG LLP has been ratified.

The final vote results will be included in a Form 8-K that will be filed within four business days after this meeting. As there is no further business to conduct, the formal part of the meeting is adjourned. We will now hear a report from Ramy Farid, our CEO, and answer questions from stockholders. Ramy, I am turning it over to you.

Ramy Farid
President and CEO, Schrödinger

Thanks, Yvonne. Our vision for modern molecular discovery is to transform how molecules are discovered. We do this by developing computational methods to enumerate vast amounts of chemical space and also methods to computationally test these molecules with unprecedented accuracy, allowing scientists to select for synthesis and experimental testing only molecules with the required properties to be a drug candidate or a material candidate. The result is dramatically increased success rates, reduced costs and timelines, and ultimately delivery of higher quality molecules.

We are leveraging this highly differentiated computational platform, which uniquely integrates physics and AI in our multi-pronged and synergistic business. We license our software to life sciences and material science companies globally. Our highly loyal customer base widely reports improved R&D efficiency by embracing our predict first approach to molecular discovery. We also have a portfolio of proprietary and collaborative drug discovery programs where our computational platform is being deployed at scale, and the result is a remarkable track record of success and a high-value portfolio of milestones and royalties.

It is worth spending a moment describing our computational platform at a high level, in particular, given the large amount of attention, and maybe even confusion, about the role of AI in drug discovery and materials design. AI models in molecular discovery require enormous training sets because of the vastness and complexity of chemical space. Experimental data alone is not sufficient to train AI models. Therefore, simulated data is needed to produce the required ground truth on a large enough scale to train AI models. We have developed first principles, physics-based methods that are required to produce accurate enough and large enough data sets to train AI models.

Many companies are making big claims. Have we realized the vision I described on the first slide? Have we, in fact, developed a platform that works and is actually improving success rates and delivering higher quality molecules? There is only one way to answer that question, and it is to examine our track record. Our extensive track record speaks for itself. The biotech companies that we co-founded, which benefited from the at-scale deployment of our differentiated computational platform, have experienced outsized monetization events through acquisition by large pharma companies or highly successful IPOs.

This exceptional track record is strong validation of our platform and our business model. Matthew, are there any questions from stockholders?

Matthew Luchini
Director of Investor Relations and Corporate Affairs, Schrödinger

I would like to remind our stockholders that we are answering questions that fall within the guidelines of our rules of conduct and procedures set forth on our annual meeting. If anyone has a question that is not answered during today's meeting, you may email your questions to investor relations at ir.schrödinger.com. I have no additional questions for you at this time.

Ramy Farid
President and CEO, Schrödinger

I'd like to thank our stockholders for attending our annual meeting and for your continued support of Schrödinger. We look forward to providing you with updates on our business throughout the year. Thank you all for your time today.

Operator

The conference is concluded. Thank you for attending today's presentation. You may now disconnect.