GoodRx Holdings, Inc. (GDRX)
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AGM 2026

Jun 16, 2026

Summary

The meeting covered board elections, auditor ratification, and executive compensation, with all proposals approved by shareholders. No questions were submitted during the Q&A session. Final voting results will be published in a Form 8-K filing.

Operator

Afternoon, welcome to the 2026 annual meeting of stockholders for GoodRx Holdings, Inc. I'll now turn the line over to Scott Wagner. Mr. Wagner?

Scott Wagner
Co-Chair of the Board of Directors, GoodRx Holdings

Thank you. Good afternoon, everyone. I'm Scott Wagner, GoodRx's Co-Chairman, a member of the Board, and the Chair of today's meeting. On behalf of GoodRx, the members of the Board and company management, I'm very happy to welcome you to our 2026 annual meeting of stockholders. Before I call the meeting to order, Gracye Cheng, our General Counsel and Corporate Secretary, will introduce to you the other members of the Board and the officers and employees of the company who are with us today. Gracye?

Gracye Cheng
General Counsel, GoodRx

Thank you, Scott. The other members of the Board in attendance are Wendy Barnes, who serves as our President and Chief Executive Officer, Douglas Hirsch, Christopher Adams, Ronald Bruehlman, Kelly Kennedy, Agnes Rey-Giraud. In addition, participating today are Chris McGinnis, our Chief Financial Officer and Treasurer, and Thomas Chan, our Chief Accounting Officer. I would also like to introduce Sevan Aratunian of KPMG LLP, the company's independent auditor, who will be available to respond to appropriate questions during the question and answer portion of the meeting.

Scott Wagner
Co-Chair of the Board of Directors, GoodRx Holdings

The meeting will now officially come to order. We'll proceed with the formal business of the meeting as set forth in the Notice of Annual Meeting and Proxy Statement. I will now turn the meeting over to Gracye Cheng, our General Counsel and Corporate Secretary.

Gracye Cheng
General Counsel, GoodRx

Thank you, Scott. On the virtual meeting webpage, you will find the agenda for the meeting. You will also find the rules of conduct. Please review these rules carefully. Note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting. The secretary will file the proof of mailing of notice of the meeting with the records of the meeting. All stockholders of record at the close of business on April 20th, 2026, or holders of a valid proxy, are entitled to vote at the meeting. A complete list of the holders of record of the outstanding shares of the company's Class A and Class B common stock on the record date for the meeting is available on your screen if you have logged into the meeting using your 16-digit control number.

The board of directors has appointed Cynthia Skoglund, a representative of Broadridge Financial Solutions, to act as the independent inspector of election at today's meeting. Ms. Skoglund has signed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. I have been informed that a quorum is present. Therefore, I hereby declare this meeting to be duly constituted for the transaction of business. We will now proceed with the formal business of this meeting. The polls are now open as of 12:04 P.M. on June 16th, 2026, for voting on all matters before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls.

You do not need to vote during the meeting if you have already voted and do not wish to change your vote. There are three proposals to be considered by the stockholders at this meeting. The company recommends that the stockholders vote "for" for proposals one, two, and three. The first item of business is the election of Wendy Barnes, Ronald E. Bruehlman, and Gregory Mondre to serve as Class C directors of the company for a term of office expiring at the annual meeting of stockholders to be held in 2029. The second item of business is the ratification of the Audit and Risk Committee's appointment of KPMG LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026.

The third item of business is the approval on an advisory, non-binding basis of the compensation of our named executive officers as disclosed in the company's proxy statement. That was the final proposal for today's meeting. If you wish to vote and you haven't already, please vote now by clicking on the voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet. We will pause for approximately 30 seconds before closing the voting polls. The time is now 12:06 P.M. on June 16th, 2026, and the polls are now closed for voting. I have received the preliminary report of the Inspector of Election to be kept with the company's records at the annual meeting.

Based on this preliminary report of the Inspector of Election, Wendy Barnes, Ronald E. Bruehlman, and Gregory Mondre have been elected as Class C directors. The appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been ratified. Our stockholders have approved on an advisory, non-binding basis the compensation of our named executive officers. The final tally of the votes will be published within four business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. I'll now turn it back to Scott.

Scott Wagner
Co-Chair of the Board of Directors, GoodRx Holdings

Thanks, Gracye. Thanks very much for everyone for attending today's annual meeting of stockholders. This meeting is now adjourned. The management team and I are now available to answer any questions. Please note that we will only be answering questions that are within the parameters of the rules of conduct and only stockholders who have logged into the meeting using their 16-digit control number and are able to submit a question through the questionnaire via the web portal. Gracye, are there any questions that have been submitted?

Gracye Cheng
General Counsel, GoodRx

No, there are no questions. Please proceed with your closing remarks.

Scott Wagner
Co-Chair of the Board of Directors, GoodRx Holdings

With that, ladies and gentlemen, this concludes our annual meeting. I want to thank you for attending and for your interest in the affairs of GoodRx.

Operator

This concludes today's annual meeting. You may now disconnect.