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SUPPLEMENT TO PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JUNE 6, 2024 |
May 30, 2024
To Our Stockholders:
This supplement (this “Supplement”) relates to the Definitive Proxy Statement on Schedule 14A filed by
GoodRx Holdings, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on April 25, 2024
(the “Proxy Statement”) in connection with the Company’s 2024 Annual Meeting of Stockholders to be held on June 6,
2024 (the “Annual Meeting”). Since the filing of the Proxy Statement, there have been developments regarding the
Board of Directors of the Company (the “Board”). We are reaching out to you to describe these recent events and to
supplement portions of the Proxy Statement, as set forth in this Supplement, which should be read in conjunction with
the Proxy Statement in its entirety. Except as specifically discussed below, this Supplement does not otherwise
modify or update any other disclosures in the Proxy Statement.
Director Appointment
On May 29, 2024, the Board, upon the recommendation of its Nominating and Corporate Governance
Committee, elected Simon Patterson as a Class II director, effective immediately, to fill the vacancy on the Board
created by the March 2024 resignation of Adam Karol. As a Class II director, Mr. Patterson’s term will expire at the
Company’s 2025 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. Patterson as a member of the Board’s Nominating and
Corporate Governance Committee. The Board has determined that Mr. Patterson qualifies as “independent” under
the rules of The Nasdaq Stock Market LLC. Mr. Patterson will not receive compensation for his service on the Board.
Mr. Patterson, age 51, is a Managing Director at Silver Lake, a global technology investment firm (“Silver
Lake”), which he joined in 2005. Prior to joining Silver Lake, Mr. Patterson was a member of the founding
management team of Global Freight Exchange Limited, a logistics software company acquired by Descartes Systems
Group, and worked in various management roles at the Financial Times, a leading news organization. Mr. Patterson
serves on the board of directors of several private companies and is a Trustee and Vice Chairman of The Royal
Foundation of The Prince and Princess of Wales and a member of Mark Carney’s Panel of Senior Advisors at
Chatham House. Previously, Mr. Patterson served on the board of directors of various public companies, including
Dell Technologies Inc., a leading technology company, from October 2013 to September 2023, and Tesco plc, a
multinational grocery and general merchandise retailer, from April 2016 to June 2022, where he was a member of its
audit committee. He also served as a Trustee of the Natural History Museum in London. Mr. Patterson holds an M.A.
from King's College, Cambridge University and an M.B.A. from the Stanford University Graduate School of Business,
where he was an Arjay Miller Scholar and received the Alexander Robichek Award for Finance. We believe Mr.
Patterson is qualified to serve on the Board because he has significant financial and management expertise and
extensive experience in operating, advising and investing in technology and technology-enabled companies.
The Company is party to that certain Stockholders Agreement, dated as of September 22, 2020 (the
“Stockholders Agreement”), by and among the Company, SLP Geology Aggregator, L.P. (with certain affiliate
stockholders, the “Silver Lake Stockholders”), an entity affiliated with Silver Lake, and certain other stockholders of
the Company (collectively, together with the Silver Lake Stockholders, the “Sponsor Stockholders”), pursuant to which
the Company granted each Sponsor Stockholder certain board designation rights subject to such Sponsor
Stockholder’s ownership of specified percentages of the Company’s common stock. The Silver Lake Stockholders did
not exercise their right under the Stockholders Agreement to fill the vacancy created by Adam Karol’s resignation and
retain such right to designate one additional director. As discussed above, the Board’s Nominating and Corporate
Governance Committee recommended, and the Board approved, the appointment of Mr. Patterson to fill the Class II
vacancy. Except for the applicable matters regarding SLP Geology Aggregator, L.P. and its affiliates disclosed in the
Company’s most recent Definitive Proxy Statement, filed with the SEC on April 25, 2024, there are no transactions in
which the Company is a party and in which Mr. Patterson has a material interest subject to disclosure under Item
404(a) of Regulation S-K.