Shareholders at Guardian Pharmacy (NYSE: GRDN) back board, pay and auditor

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What did Guardian Pharmacy (GRDN) stockholders decide on director elections?

How did Guardian Pharmacy (GRDN) investors vote on executive compensation?

What frequency of say-on-pay votes did Guardian Pharmacy (GRDN) stockholders choose?

Which audit firm did Guardian Pharmacy (GRDN) stockholders ratify for 2026?

Was Guardian Pharmacy’s (GRDN) say-on-pay vote binding on the company?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Guardian Pharmacy Services, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 5, 2026. Stockholders elected Class II directors John Ackerman and Randall Lewis to terms running until the 2029 annual meeting.

Both nominees received over 44.6 million votes "for," with additional broker non-votes recorded. Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and selected a one-year frequency for future advisory votes on executive pay. In addition, stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2026.

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.

Votes for John Ackerman: 44,674,937 votes Votes for Randall Lewis: 44,821,861 votes Say-on-pay support: 53,758,195 votes for +3 more

6 metrics

Votes for John Ackerman 44,674,937 votes Election as Class II director at 2026 annual meeting

Votes for Randall Lewis 44,821,861 votes Election as Class II director at 2026 annual meeting

Say-on-pay support 53,758,195 votes for Non-binding advisory vote on executive compensation

Say-on-pay frequency 1 year 52,068,050 votes Preference for annual advisory vote on executive compensation

Auditor ratification support 55,073,124 votes for Ratification of Ernst & Young LLP for 2026

Broker non-votes on proposals 1 & 2 909,843 broker non-votes Recorded on director elections and say-on-pay

broker non-votes, non-binding advisory basis, independent registered public accounting firm, frequency of the Company’s future advisory votes

4 terms

broker non-votes financial

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.

non-binding advisory basis regulatory

"approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm regulatory

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026"

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.

frequency of the Company’s future advisory votes regulatory

"Approval, on a Non-Binding Advisory Basis, of the Frequency of the Company’s Future Advisory Votes"

Understanding 8-K Material Events →

05/07/2026 - 04:12 PM

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): May 5, 2026

Guardian Pharmacy Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42284

87-3627139

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


300 Galleria Parkway SE Suite 800
Atlanta, Georgia		30339
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (404) 810-0089

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, par value $0.001 per share

GRDN

New York Stock Exchange

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.

Guardian Pharmacy Services, Inc. (the “Company”) held the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 5, 2026. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.

Proposal 1 – Election of Class II Directors

The stockholders of the Company elected to the Company’s Board of Directors each of the Class II director nominees named below, to hold office until the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors are duly elected and qualified. The voting results were as follows:


	FOR	WITHHOLD	BROKER NON-VOTES
John Ackerman	44,674,937	9,584,243	909,843
Randall Lewis	44,821,861	9,437,319	909,843

Proposal 2 – Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers

The stockholders of the Company approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement for the Annual Meeting. The voting results were as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
53,758,195	500,207	778	909,843

Proposal 3 – Approval, on a Non-Binding Advisory Basis, of the Frequency of the Company’s Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers

The stockholders of the Company approved, on a non-binding advisory basis, a one-year frequency for the Company’s future advisory votes to approve the compensation of the Company’s named executive officers. The voting results were as follows:


1 YEAR	2 YEARS	3 YEARS	ABSTAIN
52,068,050	462,404	1,728,539	187

In light of these voting results and in accordance with the previous recommendation of the Company’s Board of Directors, the Company has determined that the Company will hold future advisory votes regarding the compensation of the Company’s named executive officers on an annual basis.

Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026. The voting results were as follows:


FOR	AGAINST	ABSTAIN
55,073,124	91,887	4,012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Stockholders elected Class II directors John Ackerman and Randall Lewis to the board. Ackerman received 44,674,937 votes for and 9,584,243 withheld; Lewis received 44,821,861 votes for and 9,437,319 withheld, with 909,843 broker non-votes for each nominee.

Investors approved the compensation of Guardian Pharmacy’s named executive officers on a non-binding advisory basis. There were 53,758,195 votes for, 500,207 against, and 778 abstentions, along with 909,843 broker non-votes, indicating broad support for the current pay program.

Stockholders supported holding say-on-pay votes every year. The one-year option received 52,068,050 votes, compared with 462,404 for two years and 1,728,539 for three years, with 187 abstentions. The company will therefore conduct future advisory executive pay votes on an annual basis.

Stockholders ratified Ernst & Young LLP as Guardian Pharmacy’s independent registered public accounting firm for 2026. The vote totaled 55,073,124 for, 91,887 against, and 4,012 abstentions, confirming continued stockholder support for Ernst & Young in the audit role.

The say-on-pay vote was non-binding, meaning it provides investor feedback but does not directly change contracts. However, management and the board typically consider these results closely when evaluating future executive compensation policies and potential adjustments to pay practices.

GUARDIAN PHARMACY SERVICES, INC.

Date: May 7, 2026

/s/ David K. Morris

David K. Morris

Executive Vice President and

Chief Financial Officer

3 documents