GoodRx (GDRX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 16, 2026, will be held virtually to increase participation and reduce costs.

• Shareholders will vote on director elections, auditor ratification, and executive compensation, with the Board recommending approval for all proposals.

• Voting rights are structured with Class A shares having one vote and Class B shares ten votes, with Class B representing 95.7% of voting power.

Voting matters and shareholder proposals

• Election of three Class III Directors (Wendy Barnes, Ronald E. Bruehlman, Gregory Mondre) to serve until 2029.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026, replacing PwC.

• Advisory vote on executive compensation (say-on-pay) with annual frequency.

• No other business is expected, but proxies allow for discretionary voting on unforeseen matters.

Board of directors and corporate governance

• Board divided into three staggered classes; current directors have diverse backgrounds in healthcare, technology, and finance.

• Stockholders Agreement grants major investors board designation rights, influencing board composition.

• Five of nine directors are independent; company relies on controlled company exemptions for some governance requirements.

• Committees include Audit and Risk, Compensation, and Nominating and Corporate Governance, each with defined charters.

• Board leadership structure features Co-Chairmen; risk oversight is integrated into committee responsibilities.