--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-26-068272" form_type: "8-K" ticker: "OPRX" cik: "0001448431" company_name: "OptimizeRx Corp" filed_at: "2026-06-12T20:10:18+00:00" generated_at: "2026-06-12T20:23:31.171361+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # OptimizeRx shareholders OK 1M-share equity plan increase; reject evergreen auto-increase ## Summary - Shareholders approved amendment to 2021 Equity Plan raising share cap from 4.45M to 5.45M shares (11,541,123 for, 1,096,197 against). - Evergreen provision for automatic annual share increases was rejected: 5,627,324 for, 7,001,699 against. - Seven directors elected with votes ranging from 8.1M to 12.2M for; advisory say-on-pay passed with 11.7M votes in favor. - Grant Thornton LLP ratified as independent auditor for FY2026 with 15.8M votes in favor. - CEO Stephen Silvestro received the highest director vote (12.2M for) and remains Chief Executive Officer & Director. ## SEC filing metadata - accession: 0001213900-26-068272 - form_type: 8-K - ticker: OPRX - cik: 0001448431 - company_name: OptimizeRx Corp - filed_at: 2026-06-12T20:10:18+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1448431/000121390026068272/0001213900-26-068272-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1448431/000121390026068272/ea0294565-8k_optimize.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-26-068272 - JSON: https://secwatch.observer/filing/0001213900-26-068272.json - Plain text: https://secwatch.observer/filing/0001213900-26-068272.txt ## Key facts - Shareholder Votes OptimizeRx Corp shareholders approved Ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal year 2026 at the 2026-06-09 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-09 source text: 5. 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1448431/000121390026068272/0001213900-26-068272-index.htm - Shareholder Votes OptimizeRx Corp shareholders rejected Amendment to Equity Plan to adopt an evergreen provision for automatic annual increase in shares at the 2026-06-09 meeting. - Proposal: equity plan - Outcome: failed - Meeting: 2026-06-09 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1448431/000121390026068272/0001213900-26-068272-index.htm - Shareholder Votes OptimizeRx Corp shareholders approved Election of seven directors to serve until next annual meeting at the 2026-06-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-09 source text: 1. 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 1 evidence_url: https://www.sec.gov/Archives/edgar/data/1448431/000121390026068272/0001213900-26-068272-index.htm - Shareholder Votes OptimizeRx Corp shareholders approved Amendment to Equity Plan to increase aggregate number of shares by 1,000,000 at the 2026-06-09 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-06-09 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1448431/000121390026068272/0001213900-26-068272-index.htm - Shareholder Votes OptimizeRx Corp shareholders approved Advisory approval of named executive officer compensation at the 2026-06-09 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-09 source text: 2. 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1448431/000121390026068272/0001213900-26-068272-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.