{"url_path":"/sec/oprx/8-k/2026-06-12/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 ** **Submission of Matters to a Vote of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1448431/0001213900-26-068272-index.html","accession_number":"0001213900-26-068272","cik":"0001448431","ticker":"OPRX","issuer_name":"OptimizeRx Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1448431/0001213900-26-068272-index.html","primary_entity_key":"0001448431","primary_entity_name":"OptimizeRx Corp"},"word_count":467,"has_tables":true,"body_markdown":"**Item 5.07** **Submission of Matters to a Vote of Security Holders.**\n\n \n\nDuring the Annual Meeting, on June 9, 2026, shareholders were asked to consider and vote upon five proposals: (1) to elect seven directors,\neach to serve for a term that expires at the next annual meeting of shareholders and until his or her successor has been elected and qualified\nor until his or her earlier death, resignation or removal; (2) to approve, on an advisory basis, the compensation of the Company’s\nnamed executive officers; (3) to approve an amendment to the Equity Plan to increase the aggregate number of shares of Common Stock available\nfor awards under the Equity Plan by 1,000,000 shares; (4) to approve an amendment to the Equity Plan to adopt an evergreen provision providing\nfor an automatic annual increase in the shares of Common Stock available for issuance under the Equity Plan; and (5) to ratify Grant Thornton,\nLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.\n\n \n\nOn the record date of April 10, 2026, there were\n18,765,075 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. For each proposal, the results of\nthe shareholder voting were as follows:\n\n \n\n1.The following nominees were each elected to serve as director\nfor a term that expires at the next annual meeting of shareholders and until his or her successor has been elected and qualified or until\nhis or her earlier death, resignation or removal based upon the following votes:\n\n \n\nNominee \nVotes For  \nVotes Withheld  \nBroker Non-Votes \n\nLynn O’Connor Vos \n 8,327,850  \n 4,325,946  \n 3,138,456 \n\nCatherine Klema \n 9,079,088  \n 3,574,708  \n 3,138,456 \n\nJames Lang \n 10,329,173  \n 2,324,623  \n 3,138,456 \n\nPatrick Spangler \n 8,092,151  \n 4,561,645  \n 3,138,456 \n\nMariyamma Varghese Presti \n 11,766,568  \n 887,228  \n 3,138,456 \n\nGregory Wasson \n 10,324,948  \n 2,328,848  \n 3,138,456 \n\nStephen Silvestro \n 12,160,558  \n 493,238  \n 3,138,456 \n\n \n\n1\n\n \n\n \n\n2.The compensation of the Company’s named executive officers,\nas described in the proxy statement, was approved on an advisory basis based upon the following votes:\n\n \n\nVotes in Favor  \nVotes Against  \nAbstain  \nBroker Non-Votes \n\n 11,660,549  \n 895,095  \n 98,152  \n 3,138,456 \n\n \n\n3.\nThe 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:\n\n  \n\nVotes in Favor  \nVotes Against  \nAbstain  \nBroker Non-Votes \n\n 11,541,123  \n 1,096,197  \n 16,476  \n 3,138,456 \n\n \n\n4.\nThe 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:\n\n \n\nVotes in Favor  \nVotes Against  \nAbstain  \nBroker Non-Votes \n\n 5,627,324  \n 7,001,699  \n 24,773  \n 3,138,456 \n\n \n\n5.Grant Thornton LLP was ratified as the Company’s independent registered public accounting firm for the 2026 fiscal year based\nupon the following votes:\n\n \n\nVotes in Favor  \nVotes Against  \nAbstain \n\n 15,750,329  \n 27,585  \n 14,338"}