OptimizeRx (OPRX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2025, will be held virtually, with voting available online, by phone, or mail.

• Record date for voting eligibility is April 29, 2025, with 18,493,447 shares outstanding.

• Key proposals include election of five directors, advisory approval of executive compensation, and ratification of UHY LLP as auditor.

• All five director nominees are current board members, with diverse backgrounds in healthcare, finance, and technology.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors to serve until the 2026 annual meeting.

• Proposal 2: Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of UHY LLP as independent registered public accounting firm for 2025.

• Board recommends voting FOR all proposals.

• Shareholders may submit additional proposals or director nominations for the 2026 meeting, following specific deadlines and procedures.

Board of directors and corporate governance

• Board consists of five independent directors, all standing for re-election.

• Board committees (Audit, Compensation, Nominating & Governance) are composed entirely of independent directors.

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

• Board refreshment ongoing, with two new independent directors added since 2020 and plans to appoint another in 2025.

• Board leadership structure separates CEO and Chair roles.