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    GoodRx Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/4/25 4:42:27 PM ET
    $GDRX
    EDP Services
    Technology
    Get the next $GDRX alert in real time by email
    gdrx-20250603
    0001809519FALSE2701 Olympic BoulevardSanta MonicaCalifornia00018095192025-06-032025-06-03
    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 3, 2025
    ________________________________________
    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 3, 2025, 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 9, 2025 (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 89,529,900 shares of the Company’s Class A common stock and 256,869,320 shares of the
    Company’s Class B common stock were present in person or represented by proxy at the meeting, representing
    approximately 99.5% 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
    23, 2025.
    Item 1 — Election of three Class II directors for a term of office expiring on the date of the Annual Meeting of
    Stockholders to be held in 2028 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
    Christopher Adams
    2,601,325,292
    17,792,259
    39,105,549
    Trevor Bezdek
    2,605,031,761
    14,085,790
    39,105,549
    Scott Wagner
    2,603,777,388
    15,340,163
    39,105,549
    Item 2 — Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered
    public accounting firm for the fiscal year ending December 31, 2025.
    Votes FOR
    Votes AGAINST
    Votes ABSTAINED
    Broker Non-Votes
    2,656,638,262
    535,559
    1,049,279
    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
    2,617,157,377
    1,705,462
    254,712
    39,105,549
    Based on the foregoing votes, the Company’s stockholders (i) elected Christopher Adams, Trevor Bezdek and Scott
    Wagner as Class II directors; (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent
    registered public accounting firm for the fiscal year ending December 31, 2025; 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 4, 2025
    By:
    /s/ Christopher McGinnis
    Name: Christopher McGinnis
    Title: Chief Financial Officer & Treasurer
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