GoodRx holders back directors and KPMG

GoodRx Holdings, Inc. reported the results of its annual stockholder meeting held on June 16, 2026.

Rhea-AI Filing Summary

GoodRx Holdings, Inc. reported the results of its annual stockholder meeting held on June 16, 2026. Class A stockholders had one vote per share and Class B stockholders had ten votes per share as of the April 20, 2026 record date.

A total of 89,932,951 Class A shares and 233,964,187 Class B shares were represented, accounting for approximately 99.4% of the combined voting power. Stockholders elected Wendy Barnes, Ronald E. Bruehlman and Gregory Mondre as Class III directors.

They also ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class A shares represented: 89,932,951 shares Class B shares represented: 233,964,187 shares Combined voting power represented: approximately 99.4% +3 more

6 metrics

Class A shares represented 89,932,951 shares At annual meeting as of April 20, 2026 record date

Class B shares represented 233,964,187 shares At annual meeting as of April 20, 2026 record date

Combined voting power represented approximately 99.4% Combined Class A and Class B at annual meeting

Votes for Wendy Barnes 2,379,952,868 votes Election as Class III director

Votes for KPMG ratification 2,429,055,999 votes Auditor for fiscal year ending December 31, 2026

Votes for executive pay 2,363,913,370 votes Advisory approval of named executive officer compensation

Key Terms

Class B common stock, broker non-votes, independent registered public accounting firm, advisory (non-binding) basis, +1 more

5 terms

Class B common stock financial

"holders of the Company’s Class B common stock were entitled to ten votes per share"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

broker non-votes financial

"Wendy Barnes | 2,379,952,868 | 10,078,860 | 39,543,093"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory (non-binding) basis financial

"Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers"

record date financial

"as of the close of business on April 20, 2026 (the “Record Date”)"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did GoodRx (GDRX) stockholders approve at the June 16, 2026 annual meeting?

GoodRx stockholders approved all three proposals presented. They elected three Class III directors, ratified KPMG LLP as independent auditor for the 2026 fiscal year, and approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers.

Which directors were elected at GoodRx (GDRX)’s 2026 annual stockholder meeting?

Stockholders elected Wendy Barnes, Ronald E. Bruehlman and Gregory Mondre as Class III directors. Their terms run until the 2029 annual meeting, and they will serve until successors are duly elected and qualified or until earlier death, resignation or removal.

How many GoodRx (GDRX) shares and voting power were represented at the 2026 annual meeting?

The meeting had 89,932,951 Class A shares and 233,964,187 Class B shares represented. This presence accounted for approximately 99.4% of the combined voting power of GoodRx’s Class A and Class B common stock as of the April 20, 2026 record date.

Which auditing firm did GoodRx (GDRX) stockholders ratify for the 2026 fiscal year?

Stockholders ratified the appointment of KPMG LLP as GoodRx’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote received 2,429,055,999 votes for, 335,716 against, and 183,106 abstentions, with no broker non-votes recorded.

How did GoodRx (GDRX) stockholders vote on executive compensation in 2026?

On an advisory, non-binding basis, stockholders approved the compensation of GoodRx’s named executive officers. The vote totaled 2,363,913,370 shares for, 23,702,520 against, and 2,415,838 abstentions, with 39,543,093 broker non-votes reported on this say-on-pay proposal.

What voting rights did GoodRx (GDRX) Class A and Class B shares have for the 2026 meeting?

For the 2026 annual meeting, each share of Class A common stock carried one vote, while each share of Class B common stock carried ten votes. These voting rights applied to holders of record as of the April 20, 2026 record date for all proposals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/18/2026 - 04:19 PM EDT Learn about SEC filing dates

0001809519FALSE2701 Olympic BoulevardSanta MonicaCalifornia00018095192026-06-162026-06-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 16, 2026

________________________________________

GoodRx Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

________________________________________

Delaware	001-39549	47-5104396
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2701 Olympic Boulevard
Santa Monica, California		90404
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (855) 268-2822

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		GDRX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act

of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders

On June 16, 2026, GoodRx Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders. Holders of the

Company’s Class A common stock were entitled to one vote per share held as of the close of business on April 20, 2026 (the

“Record Date”) and holders of the Company’s Class B common stock were entitled to ten votes per share held as of the

Record Date. A total of 89,932,951 shares of the Company’s Class A common stock and 233,964,187 shares of the

Company’s Class B common stock were present in person or represented by proxy at the meeting, representing

approximately 99.4% of the combined voting power of the Company’s Class A and Class B common stock as of the Record

Date. The following are the final voting results for the proposals considered and voted upon at the meeting, each of which

were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April

29, 2026.

Item 1 — Election of three Class III directors for a term of office expiring on the date of the Annual Meeting of

Stockholders to be held in 2029 and until their respective successors have been duly elected and qualified or until their

respective earlier death, resignation or removal.

	Votes FOR	Votes WITHHELD	Broker Non-Votes
Wendy Barnes	2,379,952,868	10,078,860	39,543,093
Ronald E. Bruehlman	2,380,863,641	9,168,087	39,543,093
Gregory Mondre	2,382,474,121	7,557,607	39,543,093

Item 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting

firm for the fiscal year ending December 31, 2026.

Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
2,429,055,999	335,716	183,106	0

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive

officers.

Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
2,363,913,370	23,702,520	2,415,838	39,543,093

Based on the foregoing votes, the Company’s stockholders (i) elected Wendy Barnes, Ronald E. Bruehlman and

Gregory Mondre as Class III directors; (ii) ratified the appointment of KPMG LLP as the Company’s independent registered

public accounting firm for the fiscal year ending December 31, 2026; and (iii) approved, on an advisory (non-binding) basis,

the compensation of the Company’s named executive officers.

SIGNATURE

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 hereunto duly authorized.

			GOODRX HOLDINGS, INC.
Date:	June 18, 2026	By:	/s/ Christopher McGinnis
			Name: Christopher McGinnis Title: Chief Financial Officer & Treasurer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB