Guardian Pharmacy Services, Inc.

DEF 14A 1 d895827ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐** Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) **

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Guardian Pharmacy Services, Inc.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

300 Galleria Parkway S.E. | Suite 800

Atlanta, Georgia 30339

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 9, 2025

To the Stockholders of Guardian Pharmacy Services, Inc.:

The 2025 Annual Meeting of Stockholders of Guardian Pharmacy Services, Inc., a Delaware corporation (“Guardian” or the “Company”), will be held at the offices of Bindley Capital Partners, located at 8909 Purdue Road, Suite 500, Indianapolis, IN 46268, on May 9, 2025, at 1:00 p.m., Eastern Time, for the following purposes:

Stockholders may also transact such other business as may properly come before the annual meeting or any postponement or adjournment thereof.

Only holders of record of shares of the Company’s Class A common stock and Class B common stock (together, “common stock”) at the close of business on March 14, 2025 (the “Record Date”), are entitled to notice of, and to vote at, the annual meeting or any postponement or adjournment thereof.

Holders of a majority of the shares of common stock outstanding as of the Record Date must be present, either in person or represented by proxy, to constitute a quorum for the transaction of business at the annual meeting.

Our Board of Directors recommends that you voteFOReach of the director nominees andFORthe ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025. Your vote is important to us. We urge you to date, sign and return the accompanying proxy card in the enclosed envelope or vote your shares by telephone or via the Internet, as soon as possible, whether or not you expect to attend the annual meeting. If you attend the Annual Meeting, any votes you cast at the meeting will supersede your proxy.

This notice, the proxy statement and the accompanying proxy card are first being distributed to stockholders and made available on the Internet commencing on or about March 28, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 9, 2025.

The proxy statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at www.proxydocs.com/GRDN.

Fred P. Burke

President and Chief Executive Officer

March 28, 2025