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 | |||||