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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.

 

    GUARDIAN PHARMACY SERVICES, INC.
Date: May 7, 2026     By:  

/s/ David K. Morris

    Name:   David K. Morris
    Title:  

Executive Vice President and

Chief Financial Officer