---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-047179"
form_type: "8-K"
ticker: "OPRX"
cik: "0001448431"
company_name: "OptimizeRx Corp"
filed_at: "2023-06-07T23:59:59+00:00"
generated_at: "2026-06-14T05:43:40.309665+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.6
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# OPRX say-on-pay proposal fails with 58.8% of votes cast against

## Summary
- Say-on-pay: 4,722,546 for, 6,738,014 against, 393,696 abstain; broker non-votes 1,771,637.
- Six directors elected; Gus D. Halas received 5,138,259 withheld votes, highest among nominees.
- Ratification of UHY LLP as auditor passed: 13,611,868 for, 12,645 against, 1,380 abstain.
- Board acknowledges vote and says it will evaluate compensation programs considering shareholder input.

## SEC filing metadata
- accession: 0001213900-23-047179
- form_type: 8-K
- ticker: OPRX
- cik: 0001448431
- company_name: OptimizeRx Corp
- filed_at: 2023-06-07T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.6
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1448431/000121390023047179/0001213900-23-047179-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1448431/000121390023047179/ea179943-8k_optimizerx.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-047179
- JSON: https://secwatch.observer/filing/0001213900-23-047179.json
- Plain text: https://secwatch.observer/filing/0001213900-23-047179.txt

## Key facts
- Shareholder Votes
  OptimizeRx Corp shareholders approved To ratify UHY LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year at the 2023-06-07 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: UHY LLP was ratified as the Company’s independent registered public accounting firm for the 2023 fiscal year based upon the following votes: Votes in Favor Votes Against Abstain 13,611,868 12,645 1,380
  evidence_url: https://www.sec.gov/Archives/edgar/data/1448431/000121390023047179/0001213900-23-047179-index.htm
- Shareholder Votes
  OptimizeRx Corp shareholders approved To elect six directors, each to serve 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 at the 2023-06-07 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-07
  source text: 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 10,694,810 1,159,446 1,771,637 Gus D. Halas 6,715,997 5,138,259 1,771,637 Lynn O’Connor Vos 7,402,326 4,451,930 1,771,637 James Lang 7,097,971 4,756,285 1,771,637 Patrick Spangler 8,072,200 3,782,056 1,771,637 Gregory D. Wasson 8,073,940 3,780,316 1,771,637
  evidence_url: https://www.sec.gov/Archives/edgar/data/1448431/000121390023047179/0001213900-23-047179-index.htm
- Shareholder Votes
  OptimizeRx Corp shareholders rejected To approve, on an advisory basis, the compensation of the Company’s named executive officers (the "say on pay proposal") at the 2023-06-07 meeting.
  - Proposal: say on pay
  - Outcome: failed
  - Meeting: 2023-06-07
  source text: The say on pay proposal was not approved based upon the following votes: Votes in Favor Votes Against Abstain Broker Non-Votes 4,722,546 6,738,014 393,696 1,771,637
  evidence_url: https://www.sec.gov/Archives/edgar/data/1448431/000121390023047179/0001213900-23-047179-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.