OptimizeRx Corp
For the period ended Jun 9, 2026. Filed Apr 30, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 9, 2026 · Filed Apr 30, 2026
Contents
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. References in this proxy statement to the “Company,” “OptimizeRx,” “we,” “us,” and “our” refer to OptimizeRx Corporation, a Nevada corporation. References in this proxy statement to the “Annual Meeting” also refer to any adjournments, postponement, or changes in location of the Annual Meeting, to the extent applicable. This proxy statement, form of proxy and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are being distributed and made available to our shareholders starting on or about April 30, 2025. Our principal executive offices are located at 260 Charles Street, Suite 302, Waltham, MA 02453.
Annual Meeting Information
| Date and Time: | June 9, 2026 at 10:00 a.m., Eastern Daylight Time |
|---|---|
| Meeting Access: | Live Audio Webcast: www.virtualshareholdermeeting.com/OPRX2026 |
| Record Date: | April 10, 2026 |
| Voting: | Shareholders have one vote per share on all matters presented at the Annual Meeting |
This year’s Annual Meeting of Shareholders will be an entirely virtual meeting. You will be able to attend the Annual Meeting and vote your shares electronically during the meeting by visitingwww.virtualshareholdermeeting.com/OPRX2026. The Annual Meeting format will be a live audio webcast where you can view presentation materials made available online. There will be no physical in-person meeting. You may submit questions in advance of the meeting via the internet atwww.proxyvote.com. You can submit a question up to 11:59 p.m. EDT on June 8, 2026. Please see “Questions and Answers About the Annual Meeting” for more information regarding the Annual Meeting.
Even if you plan to attend the virtual Annual Meeting, please vote your shares in advance so that your vote will be counted if you later decide not to attend the virtual Annual Meeting.
Voting Matters and the Board’s Recommendation
| Agenda Item | Board Vote Recommendation | Page Reference |
|---|---|---|
| Election as director, each of the seven persons named in this proxy statement as our Board of Directors’ nominees, to serve on our Board until our 2027 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal | FOR each Director Nominee | 7 |
| Advisory (non-binding) approval of the compensation of OptimizeRx’s named executive officers | FOR | 38 |
| Approval of an amendment to the OptimizeRx Corporation 2021 Equity Incentive Plan (the “2021 Equity Plan”) to increase the aggregate number of shares of the Company’s common stock (“Common Stock”) available for awards by 1,000,000 shares to 5,450,000 shares | FOR | 41 |
| Agenda Item | Board Vote Recommendation | Page Reference |
|---|---|---|
| Approval of an amendment to the 2021 Equity Plan to adopt an evergreen provision providing for an automatic annual increase in the shares of Common Stock available for issuance under the 2021 Equity Plan | FOR | 51 |
| Ratification of Grant Thornton LLP as OptimizeRx’s independent registered public accounting firm for the fiscal year ending December 31, 2026 | FOR | 54 |
In addition to these matters, shareholders may be asked to vote on such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.