Schrodinger Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 11, 2025
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Item 8.01. Other Events.
On March 25, 2025, Schrödinger, Inc. (the “Company”) and certain of its directors entered into a Stipulation of Compromise and Settlement (the “Stipulation”) with a stockholder of the Company to resolve an action brought derivatively on behalf of the Company in the Supreme Court of the State of New York (the “Court”) challenging historical compensation practices for the Company’s non-employee directors (the “Derivative Action”). Pursuant to the terms of the Stipulation, the Company has agreed to adopt and maintain for a specified period of time certain corporate governance reforms related to non-employee director compensation. The Stipulation also provides for a release of claims related to the allegations in the Derivative Action with no admission of wrongdoing. As part of the Stipulation, subject to Court approval, the Company has agreed to pay an award of attorneys’ fees and expenses to plaintiff’s counsel in the amount of $390,000. The Court must approve the settlement of the Derivative Action. The parties have agreed that, as part of the settlement, if the settlement is approved, all of the claims asserted in the Derivative Action will be dismissed. As required by the Court, a copy of the Notice of Pendency of Settlement of Derivative Action is included as Exhibit 99.1 to this Current Report on Form 8-K and is available on the Company’s website at http://ir.schrodinger.com/resources/settlement-information.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits:
Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the 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: April 11, 2025 | By: | /s/ Yvonne Tran | ||||||
| Yvonne Tran | ||||||||
| Executive Vice President and Chief Legal Officer | ||||||||