OptimizeRx (NASDAQ: OPRX) holders add 1M plan shares, reject evergreen

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

OptimizeRx Corporation reported the results of its 2026 annual shareholder meeting. Shareholders approved Amendment No. 2 to the 2021 Equity Incentive Plan, increasing the shares of common stock available for awards by 1,000,000 to a total of 5,450,000 shares.

All seven director nominees were elected, and shareholders approved on an advisory basis the compensation of named executive officers. A separate proposal to add an evergreen provision to the equity plan was not approved. Shareholders also ratified Grant Thornton LLP as independent auditor for the year ending December 31, 2026. There were 18,765,075 common shares outstanding and entitled to vote as of April 10, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan increase: 1,000,000 shares Total equity plan pool: 5,450,000 shares Shares outstanding: 18,765,075 shares +3 more

6 metrics

Equity plan increase 1,000,000 shares Additional shares added to 2021 Equity Incentive Plan

Total equity plan pool 5,450,000 shares Total shares available under 2021 Equity Incentive Plan after Amendment No. 2

Shares outstanding 18,765,075 shares Common stock outstanding and entitled to vote as of April 10, 2026

Say-on-pay support 11,660,549 votes for Advisory approval of executive compensation at 2026 annual meeting

Evergreen proposal votes 5,627,324 for; 7,001,699 against Vote on adding evergreen provision to equity plan

Auditor ratification 15,750,329 votes for Ratification of Grant Thornton LLP for fiscal year ending December 31, 2026

Key Terms

Equity Incentive Plan, evergreen provision, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Equity Incentive Plan financial

"OptimizeRx Corporation 2021 Equity Incentive Plan (the “Equity Plan”)"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

evergreen provision financial

"to adopt an evergreen provision providing for an automatic annual increase"

An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.

broker non-votes financial

"Votes Withheld ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"to ratify Grant Thornton, LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis regulatory

"to approve, on an advisory basis, the compensation of the Company’s named executive officers"

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Understanding 8-K Material Events →

06/12/2026 - 04:10 PM

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): June 9, 2026

OptimizeRx Corporation

(Exact name of registrant as specified in its charter)

Nevada

001-38543

26-1265381

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

260 Charles Street, Suite 302, Waltham, MA		02453
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 248-651-6568

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 (see General Instruction A.2. below):

☐

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

Common Stock, $0.001 Par Value

OPRX

The Nasdaq Capital Market

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.

On June 9, 2026, at the OptimizeRx Corporation (the “Company”) 2026 Annual Meeting of Shareholders (“Annual Meeting”), shareholders approved an amendment (the “Amendment No. 2”) to the OptimizeRx Corporation 2021 Equity Incentive Plan (the “Equity Plan”) to increase the number of shares of common stock (“Common Stock”) available for awards under the Equity Plan by 1,000,000 shares to 5,450,000 shares. A summary of the material terms of the 2021 Plan is incorporated herein by reference from pages 46-54 of the Company’s proxy statement for the Annual Meeting, as filed with the SEC on April 30, 2026 (the “Proxy Statement”). The Amendment No. 2 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.

During the Annual Meeting, on June 9, 2026, shareholders were asked to consider and vote upon five proposals: (1) to elect seven directors, each to serve for a term that expires at the next annual meeting of shareholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers; (3) to approve an amendment to the Equity Plan to increase the aggregate number of shares of Common Stock available for awards under the Equity Plan by 1,000,000 shares; (4) to approve an amendment to the Equity Plan to adopt an evergreen provision providing for an automatic annual increase in the shares of Common Stock available for issuance under the Equity Plan; and (5) to ratify Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

On the record date of April 10, 2026, there were 18,765,075 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. For each proposal, the results of the shareholder voting were as follows:

The following nominees were each elected to serve as director for a term that expires at the next annual meeting of shareholders 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
Lynn O’Connor Vos		8,327,850		4,325,946		3,138,456
Catherine Klema		9,079,088		3,574,708		3,138,456
James Lang		10,329,173		2,324,623		3,138,456
Patrick Spangler		8,092,151		4,561,645		3,138,456
Mariyamma Varghese Presti		11,766,568		887,228		3,138,456
Gregory Wasson		10,324,948		2,328,848		3,138,456
Stephen Silvestro		12,160,558		493,238		3,138,456

The compensation of the Company’s named executive officers, as described in the proxy statement, was approved on an advisory basis based upon the following votes:

Votes in Favor				Votes Against				Abstain				Broker Non-Votes
	11,660,549				895,095				98,152				3,138,456

3.	The amendment to the Equity Plan to increase the aggregate number of shares of Common Stock available for awards under the Equity Plan by 1,000,000 shares was approved based upon the following votes:

Votes in Favor				Votes Against				Abstain				Broker Non-Votes
	11,541,123				1,096,197				16,476				3,138,456

4.	The amendment to the Equity Plan to adopt an evergreen provision providing for an automatic annual increase in the shares of Common Stock available for issuance under the Equity Plan was not approved based upon the following votes:

Votes in Favor				Votes Against				Abstain				Broker Non-Votes
	5,627,324				7,001,699				24,773				3,138,456

Grant Thornton LLP was ratified as the Company’s independent registered public accounting firm for the 2026 fiscal year based upon the following votes:

Votes in Favor				Votes Against				Abstain
	15,750,329				27,585				14,338

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment No. 2 to the OptimizeRx 2021 Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 12, 2026	By:	/s/ Marion Odence-Ford
		Name:	Marion Odence-Ford
		Title:	Chief Legal & Administrative Officer

Source: View Original Filing on SEC EDGAR

FAQ

What equity plan change did OptimizeRx (OPRX) shareholders approve?

OptimizeRx shareholders approved Amendment No. 2 to the 2021 Equity Incentive Plan, adding 1,000,000 shares of common stock and raising the total shares available for equity awards to 5,450,000, giving the company more stock-based compensation capacity.

Did OptimizeRx (OPRX) shareholders approve an evergreen provision?

Shareholders did not approve the proposed evergreen provision for the 2021 Equity Incentive Plan. The evergreen would have provided an automatic annual increase in shares available for issuance; instead, only the fixed 1,000,000-share increase was authorized at the 2026 annual meeting.

Who was elected to the OptimizeRx (OPRX) board at the 2026 meeting?

Seven directors were elected: Lynn O’Connor Vos, Catherine Klema, James Lang, Patrick Spangler, Mariyamma Varghese Presti, Gregory Wasson, and Stephen Silvestro. Each will serve until the next annual meeting and until a successor is elected or earlier departure.

How did OptimizeRx (OPRX) shareholders vote on say-on-pay in 2026?

Shareholders approved, on an advisory basis, the compensation of named executive officers, with 11,660,549 votes in favor, 895,095 against, 98,152 abstentions, and 3,138,456 broker non-votes. This indicates support for the company’s executive pay program at the 2026 meeting.

Which auditor did OptimizeRx (OPRX) shareholders ratify for 2026?

Shareholders ratified Grant Thornton LLP as OptimizeRx’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 15,750,329 votes in favor, 27,585 against, and 14,338 abstentions, confirming continued engagement of the same audit firm.

How many OptimizeRx (OPRX) shares were entitled to vote at the 2026 meeting?

On the April 10, 2026 record date, OptimizeRx had 18,765,075 shares of common stock issued, outstanding, and entitled to vote at the annual meeting. All voting results, including director elections and plan amendments, are based on this eligible share count.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 AMENDMENT NO. 2 TO THE OPTIMIZERX 2021 EQUITY INCENTIVE PLAN 5.8 KB