OptimizeRx (OPRX) Proxy filing summary

Executive summary

• Proposal to amend the 2021 Equity Plan by adding an evergreen provision for automatic annual share increases through 2031, capped at 5% of outstanding shares each year.

• The evergreen provision is intended to ensure sufficient equity for compensation, aligning employee and shareholder interests and supporting a shift to performance-based awards.

• The amendment is designed to provide predictable dilution, maintain competitive compensation, and avoid frequent proxy filings for share pool increases.

• The Board unanimously recommends voting in favor, citing strong governance and oversight mechanisms.

Voting matters and shareholder proposals

• Shareholders are asked to approve the evergreen amendment to the 2021 Equity Plan (Proposal No. 4), which would allow for annual share pool increases for five years.

• The Board believes the amendment is prudent, cost-effective, and consistent with historical authorization levels.

• Approval would reduce administrative costs and preserve cash for business operations.

Board of directors and corporate governance

• The Board retains discretion to reduce or eliminate annual share increases under the evergreen provision.

• Stockholders maintain oversight through annual director elections and Say-on-Pay votes.

• Material amendments to the equity plan require shareholder approval.