Current Report Filing (8-k)
June 15 2021 - 4:17PM
Edgar (US Regulatory)
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 10, 2021
GoodRx Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-39549
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47-5104396
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2701 Olympic Boulevard
Santa Monica, CA 90404
(Address of Principal Executive Offices) (Zip Code)
(855) 268-2822
(Registrants telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbols
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Name of each exchange on which
registered
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Class A Common Stock, $0.0001 par value per share
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GDRX
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The Nasdaq Stock Market LLC
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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.
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Submission of Matters to a Vote of Security Holders.
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On June 10, 2021, GoodRx Holdings, Inc. (the Company) held its Annual Meeting of Stockholders. Holders of the Companys Class A
common stock were entitled to one vote per share held as of the close of business on April 16, 2021 (the Record Date) and holders of the Companys Class B common stock were entitled to ten votes per share held as of the
Record Date. A total of 50,176,842 shares of the Companys Class A common stock and 319,339,392 shares of the Companys Class B common stock were present in person or represented by proxy at the meeting, representing
approximately 98.7% percent of the combined voting power of the Companys Class A and Class B common stock as of the Record Date. The following are the voting results for the proposals considered and voted upon at the meeting, each of
which were described in the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2021.
Item 1
Election of three Class I directors for a term of office expiring on the date of the annual meeting of stockholders in 2024 and until their respective successors have been duly elected and qualified.
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Votes FOR
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Votes
WITHHELD
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Broker
Non-Votes
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Douglas Hirsch
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3,210,479,849
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10,527,893
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22,563,022
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Jacqueline Kosecoff
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3,206,240,166
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14,767,576
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22,563,022
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Agnes Rey-Giraud
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3,211,753,474
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9,254,268
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22,563,022
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Item 2 Ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the fiscal year ending December 31, 2021.
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Votes FOR
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Votes AGAINST
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Votes ABSTAINED
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Broker Non-Votes
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3,243,088,795
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264,511
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217,458
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0
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Based on the foregoing votes, Douglas Hirsch, Jacqueline Kosecoff and Agnes Rey-Giraud
were elected and Item 2 was approved.
SIGNATURE
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.
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GOODRX HOLDINGS, INC.
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By:
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/s/ Douglas Hirsch
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Name:
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Douglas Hirsch
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Title:
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Co-Chief Executive Officer
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Date: June 15, 2021
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