Guardian Pharmacy Services, Inc.
For the period ended May 5, 2026. Filed Mar 26, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 5, 2026 · Filed Mar 26, 2026
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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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
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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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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300 Galleria Parkway S.E. | Suite 800
Atlanta, Georgia 30339
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 5, 2026
To the Stockholders of Guardian Pharmacy Services, Inc.:
The 2026 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 5, 2026, at 1:00 p.m., Eastern Time, for the following purposes:
| (1) | to elect two Class II directors to serve until the annual meeting of stockholders to be held in 2029; |
| (2) | to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; |
| (3) | to approve, on a non-binding advisory basis, the frequency of the Company’s future advisory votes to approve the compensation of the Company’s named executive officers; and |
| (4) | to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026. |
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 13, 2026 (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 vote FOReach of the director nominees; FOR the approval, on anon-binding advisory basis, of the compensation of the Company’s named executive officers; for ONE YEAR as the preferred frequency of the Company’s future advisory votes to approve the compensation of the Company’s named executive officers; and FORthe ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026. 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 26, 2026.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be Held on May 5, 2026
The proxy statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxydocs.com/GRDN.
Fred P. Burke
President and Chief Executive Officer
March 26, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION REGARDING THE ANNUAL MEETING | 1 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 5 |
| CORPORATE GOVERNANCE | 10 |
| STOCKHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS | 16 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 17 |
| EXECUTIVE COMPENSATION | 19 |
| DIRECTOR COMPENSATION | 26 |
| AUDIT COMMITTEE REPORT | 28 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 29 |
| DELINQUENT SECTION 16(a) REPORTS | 30 |
| PROPOSAL NO. 2: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 31 |
| PROPOSAL NO. 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 | 32 |
| PROPOSAL NO. 4: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 33 |
| CODE OF ETHICS | 34 |
| SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING | 34 |
| COMPLIANCE WITH UNIVERSAL PROXY RULES FOR DIRECTOR NOMINATIONS | 34 |
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