GoodRx Holdings, Inc. 8-K

What Happened
GoodRx Holdings, Inc. announced the results of its Annual Meeting of Stockholders (Record Date: April 20, 2026) in an 8-K filed June 18, 2026. Shareholders representing 89,932,951 shares of Class A and 233,964,187 shares of Class B common stock (≈99.4% of combined voting power) were present or represented by proxy. Stockholders elected three Class III directors — Wendy Barnes, Ronald E. Bruehlman and Gregory Mondre — ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026, and approved, on an advisory (non‑binding) basis, the compensation of the Company’s named executive officers.

Key Details

• Voting turnout: 89,932,951 Class A shares and 233,964,187 Class B shares present or represented (≈99.4% of combined voting power).
• Director elections (FOR / WITHHELD / broker non-votes):
  • Wendy Barnes: 2,379,952,868 FOR; 10,078,860 WITHHELD; 39,543,093 broker non-votes.
  • Ronald E. Bruehlman: 2,380,863,641 FOR; 9,168,087 WITHHELD; 39,543,093 broker non-votes.
  • Gregory Mondre: 2,382,474,121 FOR; 7,557,607 WITHHELD; 39,543,093 broker non-votes.
• Auditor ratification (Item 2): KPMG LLP ratified — 2,429,055,999 FOR; 335,716 AGAINST; 183,106 ABSTAINED.
• Advisory vote on executive compensation (Item 3): Approved — 2,363,913,370 FOR; 23,702,520 AGAINST; 2,415,838 ABSTAINED; 39,543,093 broker non-votes.

Why It Matters
These results confirm board continuity (three Class III directors elected) and auditor continuity (KPMG ratified), both of which affect oversight and financial reporting stability. The advisory approval of executive compensation — while non‑binding — indicates shareholder sentiment on pay practices. High participation (≈99.4% of voting power) signals strong shareholder engagement in these governance matters.