OptimizeRx (OPRX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2026, will be held virtually; shareholders of record as of April 10, 2026, are eligible to vote.

• Seven director nominees are up for election to serve until the 2027 Annual Meeting.

• Key proposals include executive compensation approval, amendments to the 2021 Equity Incentive Plan, and ratification of a new independent auditor.

• Shareholders can vote online, by phone, mail, or during the virtual meeting; each share has one vote per proposal.

Voting matters and shareholder proposals

• Proposal 1: Election of seven directors; Board recommends voting FOR all nominees.

• Proposal 2: Advisory approval of executive compensation (Say-on-Pay); Board recommends FOR.

• Proposal 3: Amendment to increase shares available under the 2021 Equity Plan by 1,000,000 to 5,450,000; Board recommends FOR.

• Proposal 4: Amendment to adopt an evergreen provision for automatic annual share increases under the 2021 Equity Plan; Board recommends FOR.

• Proposal 5: Ratification of Grant Thornton LLP as independent auditor for fiscal 2026; Board recommends FOR.

• Shareholder proposals and director nominations for 2027 must comply with advance notice and SEC rules.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; separate CEO and Chair roles.

• Board committees: Audit, Compensation, Nominating and Governance, and a Strategic Committee.

• Annual board and committee evaluations, stock ownership guidelines, and a clawback policy are in place.

• Board refreshment includes recent additions and a focus on diverse skills and backgrounds.