Guardian Pharmacy Services (GRDN) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 5, 2026, to elect two Class II directors, approve executive compensation, determine frequency of say-on-pay votes, and ratify Ernst & Young LLP as auditor.

• Only holders of record as of March 13, 2026, may vote; quorum requires majority of outstanding shares.

• Board recommends voting for all proposals and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposals include election of two Class II directors, advisory approval of executive compensation, advisory vote on frequency of say-on-pay (Board recommends annual), and ratification of Ernst & Young LLP as auditor.

• Shareholders may submit proposals for the 2027 meeting by November 26, 2026.

Board of directors and corporate governance

• Board consists of eight directors, with a classified structure (three classes).

• Recent changes include loss of controlled company status and transition to majority independent board.

• Three standing committees: Audit, Compensation, and Nominating and Governance, all with independent members.

• Stockholders' Agreement previously granted certain nomination rights, some of which have expired due to share sales.

• Board leadership structure separates Chairman and CEO roles.