8-K

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): October 22, 2024

________________________________________

GoodRx Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

________________________________________

Delaware	001-39549	47-5104396
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2701 Olympic Boulevard
Santa Monica, California		90404
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (855) 268-2822

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, $0.0001 par value per share	GDRX	The Nasdaq Stock Market LLC

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Departure of Director

On October 22, 2024, Julie Bradley notified GoodRx Holdings, Inc. (the “Company”) of her decision to resign as a

member of the Board of Directors of the Company (the “Board”), including from her service on the Board’s Audit and Risk

Committee, effective as of November 8, 2024 (the “Effective Date”). Ms. Bradley has indicated to the Company that her

decision to resign is as a result of her other personal and professional commitments, and not the result of any disagreement

with the Company or its management on any matter relating to the Company’s operations, policies or practices.

Director Election

On October 25, 2024, the Board, upon the recommendation of its Nominating and Corporate Governance Committee,

elected Ronald E. Bruehlman as a Class III director, effective as of the Effective Date, to fill the vacancy on the Board

created by the resignation of Julie Bradley. Mr. Bruehlman’s term will expire at the Company’s 2026 Annual Meeting of

Stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal. The Board

also appointed Mr. Bruehlman as the Chair of the Board’s Audit and Risk Committee. The Board has determined that Mr.

Bruehlman (i) qualifies as an “independent director,” as defined under the rules of The Nasdaq Stock Market LLC (the

“Nasdaq Rules”), (ii) satisfies the additional independence standards for the Audit and Risk Committee established by

applicable Nasdaq Rules and the rules of the Securities and Exchange Commission (the “SEC”) and (iii) qualifies as an

“audit committee financial expert” under the criteria set forth in Item 407(d)(5) of Regulation S-K.

There are no arrangements or understandings between Mr. Bruehlman and any other person pursuant to which Mr.

Bruehlman was selected as a director, and there are no transactions in which the Company is a party and in which Mr.

Bruehlman has a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Bruehlman is expected to

enter into the Company’s standard indemnification agreement for directors and officers, the form of which was previously

filed by the Company as Exhibit 10.1 to the Registration Statement on Form S-1/A (File No. 333-248465) filed by the

Company with the SEC on September 14, 2020.

Compensation of Mr. Bruehlman

Mr. Bruehlman will receive the standard compensation received by non-employee directors under the Company’s

amended and restated Non-Employee Director Compensation Program (the “A&R Director Compensation Program”).

Pursuant to the A&R Director Compensation Program, Mr. Bruehlman will be granted an initial award of restricted stock units

(“RSUs”) with a value of $420,000 and a pro-rated Annual Award (as defined below) of RSUs with a value of $132,329, in

each case, on the Effective Date. The number of RSUs underlying each award will be determined by dividing the value by

the average closing price for the Company’s Class A common stock over the 30 calendar days preceding the grant date (the

“30-Day Average Closing Price”). The initial award will vest as to one-third of the shares underlying the grant on each of the

first three anniversaries of the grant date, subject to continued service through the applicable vesting date (the “3-Year

Vesting Schedule”). The pro-rated Annual Award will vest in full on the earlier of (i) June 6, 2025 and (ii) the date of the 2025

Annual Meeting of Stockholders, subject to continued service through the applicable vesting date (the “2025 Annual Vesting

Schedule”). Under the A&R Director Compensation Program, Mr. Bruehlman also will be eligible to receive the following

compensation as a non-employee director: (a) an annual cash retainer of $30,000 for his service on the Board (pro-rated

based on his service during the 2024 fiscal year), (b) an additional annual cash retainer of $20,000 for his service as the

Chair of the Audit and Risk Committee (pro-rated based on his service during the 2024 fiscal year) and (c) if serving on the

Board as of the date of the annual meeting of the Company’s stockholders for a given calendar year, an annual award of

RSUs with a value of $230,000 (each, an “Annual Award”) granted on such annual meeting date.

Pursuant to the Company’s Deferred Compensation Plan for Directors (the “Deferred Compensation Plan”), Mr.

Bruehlman will be permitted to defer (i) all or a portion of his annual cash retainers (including any cash retainers for service

on a committee) earned under the A&R Director Compensation Program and (ii) the settlement of any of his RSU awards

granted under the A&R Director Compensation Program beyond the applicable vesting period in accordance with the terms

and conditions set forth in the Deferred Compensation Plan.

Transition of Chief Mission Officer

On October 22, 2024, the Company and Douglas Hirsch, the Company’s Chief Mission Officer, mutually agreed to end

Mr. Hirsch’s employment with the Company and its subsidiaries upon the expiration of his employment agreement on

October 25, 2024. Mr. Hirsch will continue to serve as a member of the Board as a non-employee director.

Compensation of Mr. Hirsch

Following his termination of employment, as a non-employee director, Mr. Hirsch will be eligible to receive the

standard compensation received by non-employee directors under the A&R Director Compensation Program and will be

permitted to participate in the Deferred Compensation Plan. Under the A&R Director Compensation Program, Mr. Hirsch will

be eligible to receive (i) an annual cash retainer of $30,000 for his service on the Board (pro-rated based on his service as a

non-employee director during the 2024 fiscal year), and (ii) if serving on the Board as of the date of the annual meeting of

the Company’s stockholders for a given calendar year, an Annual Award granted on such annual meeting date. Additionally,

in connection with Mr. Hirsch’s transition to a non-employee director, the Board, based on the recommendation of its

Compensation Committee, granted Mr. Hirsch (a) a one-time award of RSUs with a value of $420,000, which will vest in

accordance with the 3-Year Vesting Schedule; and (b) an award of RSUs with a value of $140,521, which will vest in

accordance with the 2025 Annual Vesting Schedule. These awards were granted on October 26, 2024, and the number of

RSUs underlying each award was determined by dividing the applicable award value by the 30-Day Average Closing Price.

Amendment to Bezdek Employment Agreement

On October 25, 2024, the Company, through its indirect wholly owned subsidiary, GoodRx, Inc. (“GoodRx”), and

Trevor Bezdek, the Company’s Chairman of the Board, entered into a First Amendment (the “Amendment”) to that certain

Second Amended and Restated Employment Agreement, by and between GoodRx and Mr. Bezdek, dated April 25, 2023

(the “Employment Agreement”). The Amendment amends the Employment Agreement as follows:

i.The term of the Employment Agreement will be extended through October 25, 2025.

ii.With respect to calendar year 2025, Mr. Bezdek will be eligible to receive a cash incentive bonus targeted at 100%

of his base salary, subject to continued employment through October 25, 2025; provided that the 2025 cash

incentive bonus will be pro-rated through October 25, 2025.

iii.Mr. Bezdek will not be eligible to receive any severance payments or benefits in connection with his termination of

employment for any reason.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its

entirety by, the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference

herein.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release announcing the election of Mr. Bruehlman as a director and his committee

assignment is attached hereto as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished and shall not be deemed to be “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the

Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth

by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are included with this Current Report on Form 8-K:

99.1*	Press Release, dated October 28, 2024.
10.1	First Amendment to Second Amended and Restated Employment Agreement, by and between GoodRx, Inc. and Trevor Bezdek, dated October 25, 2024.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

*Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report

to be signed on its behalf by the undersigned hereunto duly authorized.

			GOODRX HOLDINGS, INC.
Date:	October 28, 2024	By:	/s/ Karsten Voermann
			Name: Karsten Voermann Title: Chief Financial Officer

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT

AGREEMENT (this “First Amendment”), is made as of October 25, 2024 (the “Amendment Effective

Date”), by and between GoodRx, Inc., (the “Corporation”) and Trevor Bezdek (the “Executive”).

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in

the Employment Agreement (as defined below).

RECITALS

A.The Corporation and the Executive have entered into that certain Second Amended and Restated

Employment Agreement, dated April 25, 2023 (the “Employment Agreement”).

B.The parties hereto wish to amend certain terms of the Employment Agreement.

AMENDMENT

The parties hereto hereby amend the Employment Agreement as follows, effective as of the Amendment

Effective Date.

1.Section 2.  The first sentence of Section 2 of the Employment Agreement is hereby deleted and

replaced in its entirety as follows:

“The parties acknowledge that the Executive has been an employee of

the Corporation prior to the date of this Agreement and that the

Executive’s employment under this Agreement commenced on April 25,

2023, which date will be hereinafter referred to as the “Effective Date”

and shall be for a term ending on October 25, 2025, unless earlier

terminated in accordance with the terms of this Agreement (the

“Term”).”

2.Section 3.2.  The last sentence of Section 3.2 of the Employment Agreement is hereby deleted

and replaced in its entirety as follows:

“The actual Incentive Bonus earned for each calendar year (which, for

clarity, may exceed or be less than the target Incentive Bonus), shall be

paid as soon as practicable following the Board’s (or its subcommittee’s)

approval of the amount of the Incentive Bonus, but no later than March 15

of the calendar year following the year in which the bonus is earned,

subject to the Executive’s continued employment by the Corporation or its

affiliates through the last day of the end of the calendar year covered by

the Incentive Bonus or, (i) for calendar year 2024, the 18-month

anniversary of the Effective Date and (ii) for calendar year 2025, October

25, 2025. Notwithstanding the foregoing, the Incentive Bonus for calendar

year 2025 shall be pro-rated for the portion of such calendar year ending

on October 25, 2025.”

2

3.Section 5.3.  Section 5.3 of the Employment Agreement is hereby deleted and replaced in its

entirety as follows:

“(a) Upon termination of the Executive’s employment for any reason, the

Corporation shall pay (i) on the Corporation’s first regularly scheduled

payroll date following the Separation Date (or earlier if required by

applicable law), any Base Salary, PTO, and any other amounts required

under applicable law that had accrued or been earned but had not been

paid on or before the Separation Date; (ii) any accrued but unpaid

Incentive Bonus for a performance period ending on or preceding the

Separation Date (payable in accordance with Section 3.2), and (iii)

within thirty (30) days following the Separation Date, any reimbursement

due to the Executive pursuant to Section 4.2 for expenses incurred by the

Executive on or before the Separation Date. Following the payment of

the foregoing, the Corporation shall have no further obligation to make

or provide to the Executive, and the Executive shall have no further right

to receive or obtain from the Corporation any other payments or benefits.

(b) [Reserved.]

(c) [Reserved.]

(d) The foregoing provisions of this Section 5.3 shall not affect: (i)

payment of the amounts set forth in Section 5.3(a), (ii) the Executive’s

receipt of benefits otherwise due terminated employees under group

insurance coverage consistent with the terms of the applicable

Corporation welfare benefit plan; (iii) the Executive’s rights under

COBRA to continue participation in medical, dental, hospitalization and

such other benefit plans covered by COBRA; or (iv) the Executive’s

receipt of any vested payments or benefits otherwise due in accordance

with the terms of an applicable equity compensation plan maintained by

the Corporation or Holdings and the Corporation’s 401(k) plan (if any).”

4.Section 5.4.  Section 5.4 of the Employment Agreement is hereby deleted and replaced in its

entirety as follows:

“5.4 Exclusive Remedy. The Executive agrees that the payments and

benefits contemplated by Section 5.3 shall constitute the exclusive and

sole remedy for any termination of employment during the Term of this

Agreement and the Executive covenants not to assert or pursue any other

remedies, at law or in equity, with respect to any termination of

employment.”

5.Section 6.3.  Section 6.3 of the Employment Agreement is hereby deleted and replaced in its

entirety as follows:

“[Reserved.]”

3

6.Section 13.  Section 13 of the Employment Agreement is hereby deleted and replaced in its

entirety as follows:

“Sections 1.3, 1.4, 3.2, 5, 6.1, 8, 9, 12, 14, 15, 16, 17, 18, 20 and 23 shall

survive any termination of this Agreement. Sections 1.3, 1.4, 3.2, 5.3(a),

6.1, 8, 9, 12, 14, 15, 16, 17, 18, 20 and 23 of this Agreement shall

survive the expiration of this Agreement.”

7.Section 18.  The first paragraph of Section 18 of the Employment Agreement is hereby deleted

and replaced in its entirety as follows:

“This Agreement is intended to meet the requirements of Section 409A

of the Internal Revenue Code of 1986, as amended (the “Code”), and

shall be interpreted and construed consistent with that intent. Each

payment provided hereunder is intended to be a separate payment for

purposes of Section 409A of the Code, including Treasury Regulation

1.409A-2(b)(2). All payments of nonqualified deferred compensation

subject to Section 409A to be made upon a termination of employment

under this Agreement may only be made upon the Executive’s

“separation from service” (within the meaning of Section 409A of the

Code) (a “Separation from Service”).”

8.Exhibit A.  The General Release of Claims attached as Exhibit A to the Employment Agreement

is hereby deleted in its entirety.

9.This First Amendment shall be and, as of the Amendment Effective Date, is hereby incorporated

in and forms a part of, the Employment Agreement.

10.Except as expressly provided herein, all terms and conditions of the Employment Agreement

shall remain in full force and effect.

(Signature page follows)

[Signature Page to First Amendment to Second A&R Employment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of

the Amendment Effective Date.

GOODRX, INC.

By:	/s/ Gracye Cheng
Name:	Gracye Cheng
Title:	General Counsel, SVP

“EXECUTIVE”

/s/ Trevor Bezdek

Trevor Bezdek

EX-99.1

Ronald E. Bruehlman Joins GoodRx Board of Directors

IQVIA CFO brings 39 years of healthcare and finance expertise to GoodRx

SANTA MONICA, Calif. October 28, 2024 - GoodRx Holdings, Inc. (Nasdaq: GDRX) ("we," "us," "our,"

“GoodRx” or the “Company”), the leading prescription savings platform in the U.S., today announced the

election of Ronald E. Bruehlman to its Board of Directors, effective November 8, 2024. Mr. Bruehlman

brings to GoodRx 39 years of finance experience in the healthcare services, industrial and petroleum

industries. He currently serves as Chief Financial Officer of IQVIA, a global provider of advanced

analytics, technology solutions, and contract research. Prior to IQVIA, he served as CFO of IMS Health

and had a 23-year career at United Technologies Corporation, where he held multiple senior finance

leadership roles of increasing responsibility. Mr. Bruehlman previously served on the board of directors

of Atotech Ltd., Q-Squared Solutions, and Clipper Windpower.

"We are thrilled to welcome Mr. Bruehlman to the GoodRx Board. His extensive expertise leading

financial strategies for public and private healthcare and technology companies is a perfect match for

GoodRx as we navigate the complex healthcare market," said Trevor Bezdek, GoodRx co-founder and

Chairman of the Board. "Mr. Bruehlman’s deep financial insight and strategic acumen will be critical as

we continue to focus on sustainable and profitable revenue growth, aiming to enhance affordability and

access to prescription medications across the country. His leadership will ensure the highest standards

of financial management and strategic risk assessment as we drive forward our mission.”

Mr. Bruehlman will also serve as the chairperson of the Board’s Audit and Risk Committee, following

Julie Bradley’s resignation as a member of GoodRx’s Board of Directors effective on November 8, 2024.

About GoodRx

GoodRx is the leading prescription savings platform in the U.S. Trusted by more than 25 million

consumers and 750,000 healthcare professionals annually, GoodRx provides access to savings and

affordability options for generic and brand-name medications at more than 70,000 pharmacies

nationwide, as well as comprehensive healthcare research and information. Since 2011, GoodRx has

helped consumers save over $75 billion on the cost of their prescriptions.

GoodRx periodically posts information that may be important to investors on its investor relations

website at https://investors.goodrx.com. We intend to use our website as a means of disclosing material

nonpublic information and for complying with our disclosure obligations under Regulation FD.

Accordingly, investors and potential investors are encouraged to consult GoodRx’s website regularly for

important information, in addition to following GoodRx’s press releases, filings with the Securities and

Exchange Commission (“SEC”) and public conference calls and webcasts. The information contained on,

or that may be accessed through, GoodRx’s website is not incorporated by reference into, and is not a

part of, this press release.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities

Litigation Reform Act of 1995. All statements contained in this press release that do not relate to

matters of historical fact should be considered forward-looking statements, including, without

limitation, statements regarding the anticipated contributions from Ronald E. Bruehlman in his

directorship and expected benefits to the Company and our Board. These statements are neither

promises nor guarantees, but involve known and unknown risks, uncertainties and other important

factors that may cause our actual results, performance or achievements to be materially different from

any future results, performance or achievements expressed or implied by the forward-looking

statements, including, but not limited to, risks relating to our ability to attract and retain talent and the

important factors discussed under the caption “Risk Factors” in GoodRx’s Annual Report on Form 10-K

for the year ended December 31, 2023, and our other filings with the SEC. Any such forward-looking

statements are based on current expectations, projections and estimates as of the date of this press

release. While we may elect to update such forward-looking statements at some point in the future, we

disclaim any obligation to do so, even if subsequent events cause our views to change.

Investor Contact

ir@goodrx.com

Media Contact

press@goodrx.com

XML

Document And Entity Information	Oct. 22, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 22, 2024
Entity Registrant Name	GoodRx Holdings, Inc.
Entity Emerging Growth Company	false
Entity File Number	001-39549
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-5104396
City Area Code	855
Local Phone Number	268-2822
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	GDRX
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0001809519
Entity Address, Address Line One	2701 Olympic Boulevard
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90404