UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 5, 2024, at the OptimizeRx Corporation (the “Company”) 2024 Annual Meeting of Stockholders (“Annual Meeting”) stockholders approved an amendment (the “Amendment”) to the OptimizeRx Corporation 2021 Equity Incentive Plan (the “Equity Plan”) to increase the number of shares of common stock available for awards under the Equity Plan by 1,950,000 shares to 4,450,000 shares. A summary of the material terms of the 2021 Plan is incorporated herein by reference from pages 43-51 of the Company’s proxy statement for the Annual Meeting, as filed with the SEC on April 29, 2024 (the “Proxy Statement”). The Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s 2024 Annual Meeting was held on June 5, 2024. During the Annual Meeting, stockholders were asked to consider and vote upon four proposals: (1) to elect six directors, each to serve for a term that expires at the next annual meeting of stockholders and until their successor has been elected and qualified or until their earlier death, resignation or removal; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers; (3) to approve the Amendment to the Equity Plan to increase the aggregate number of shares of common stock available for awards under the Equity Plan by 1,950,000 shares; and (4) to ratify UHY LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year.
On the record date of April 11, 2024, there were 18,183,914 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. For each proposal, the results of the stockholder voting were as follows:
| 1. | The following nominees were each elected to serve as director for a term that expires at the next annual meeting of stockholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal based upon the following votes: |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| William J. Febbo | 13,303,897 | 259,769 | 1,966,973 | |||||||||
| Lynn O’Connor Vos | 10,828,860 | 2,734,806 | 1,966,973 | |||||||||
| James Lang | 10,364,595 | 3,199,071 | 1,966,973 | |||||||||
| Patrick Spangler | 11,108,503 | 2,455,163 | 1,966,973 | |||||||||
| Gregory D. Wasson | 12,800,662 | 763,004 | 1,966,973 | |||||||||
| Catherine D. Klema | 13,107,201 | 456,465 | 1,966,973 | |||||||||
| 2. | The compensation of the Company’s named executive officers was approved on an advisory basis based upon the following votes: |
| Votes in Favor | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 8,790,190 | 4,676,450 | 97,026 | 1,966,973 | |||||||||||
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| 3. | The amendment to the OptimizeRx 2021 Equity Incentive Plan to increase the aggregate number of shares of common stock available for awards under the Equity Plan by 1,950,000 shares was approved based upon the following votes: |
| Votes in Favor | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 10,129247 | 3,425,566 | 8,853 | 1,966,973 | |||||||||||
| 4. | UHY LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was ratified based upon the following votes: |
| Votes in Favor | Votes Against | Abstain | ||||||
| 13,628,263 | 24,012 | 1,878,364 | ||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to the OptimizeRx 2021 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OPTIMIZERX CORPORATION | ||
| Date: June 7, 2024 | By: | /s/ Marion Odence-Ford |
| Name: | Marion Odence-Ford | |
| Title: | General Counsel | |
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