OptimizeRx Corp. Announces Director Changes, CFO Appointment, Stock Split

TL;DR

OptimizeRx is shaking up its board, bringing in a new CFO, and doing a 2-for-1 stock split next week.

AI Summary

OptimizeRx Corp. announced on June 5, 2024, a series of significant corporate actions. These include the departure of director Michael A. DeSimone, the election of new directors Jonathan M. Cohen and David M. Smith, and the appointment of David M. Smith as Chief Financial Officer. Additionally, the company announced a new equity incentive plan and the approval of a 2-for-1 stock split, effective June 10, 2024.

Why It Matters

The changes in leadership and the stock split are intended to enhance corporate governance and potentially increase the stock's liquidity and accessibility to a broader investor base.

Risk Assessment

Risk Level: medium — Changes in key leadership and financial roles, along with a stock split, can introduce uncertainty and affect investor sentiment.

Key Numbers

• 2-for-1 — Stock Split Ratio (Increases the number of outstanding shares and lowers the per-share price.)

Key Players & Entities

• OptimizeRx Corp. (company) — Registrant
• Michael A. DeSimone (person) — Departing Director
• Jonathan M. Cohen (person) — Newly Elected Director
• David M. Smith (person) — Newly Elected Director and CFO
• June 5, 2024 (date) — Date of Report
• June 10, 2024 (date) — Effective Date of Stock Split

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 Par Value OPRX The Nasdaq Capital M

Filing Documents

• ea0207524-8k_optimize.htm (8-K) — 39KB
• ea0207524ex10-1_optimize.htm (EX-10.1) — 5KB
• 0001213900-24-050753.txt ( ) — 217KB
• oprx-20240605.xsd (EX-101.SCH) — 3KB
• oprx-20240605_lab.xml (EX-101.LAB) — 33KB
• oprx-20240605_pre.xml (EX-101.PRE) — 22KB
• ea0207524-8k_optimize_htm.xml (XML) — 4KB

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 5, 2024, at the OptimizeRx Corporation (the "Company") 2024 Annual Meeting of Stockholders ("Annual Meeting") stockholders approved an amendment (the "Amendment") to the OptimizeRx Corporation 2021 Equity Incentive Plan (the "Equity Plan") to increase the number of shares of common stock available for awards under the Equity Plan by 1,950,000 shares to 4,450,000 shares . A summary of the material terms of the 2021 Plan is incorporated herein by reference from pages 43-51 of the Company's proxy statement for the Annual Meeting, as filed with the SEC on April 29, 2024 (the "Proxy Statement"). The Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

07 Submission of Matters to a Vote

Item 5.07 Submission of Matters to a Vote of Security Holders . The Company's 2024 Annual Meeting was held on June 5, 2024. During the Annual Meeting, stockholders were asked to consider and vote upon four proposals: (1) to elect six directors, each to serve for a term that expires at the next annual meeting of stockholders and until their successor has been elected and qualified or until their earlier death, resignation or removal; (2) to approve, on an advisory basis, the compensation of the Company's named executive officers; (3) to approve the Amendment to the Equity Plan to increase the aggregate number of shares of common stock available for awards under the Equity Plan by 1,950,000 shares; and (4) to ratify UHY LLP as the Company's independent registered public accounting firm for the 2024 fiscal year. On the record date of April 11, 2024, there were 18,183,914 shares of the Company's common stock issued and outstanding and entitled to vote at the Annual Meeting. For each proposal, the results of the stockholder voting were as follows: 1. The following nominees were each elected to serve as director for a term that expires at the next annual meeting of stockholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal based upon the following votes: Nominee Votes For Votes Withheld Broker Non-Votes William J. Febbo 13,303,897 259,769 1,966,973 Lynn O'Connor Vos 10,828,860 2,734,806 1,966,973 James Lang 10,364,595 3,199,071 1,966,973 Patrick Spangler 11,108,503 2,455,163 1,966,973 Gregory D. Wasson 12,800,662 763,004 1,966,973 Catherine D. Klema 13,107,201 456,465 1,966,973 2. The compensation of the Company's named executive officers was approved on an advisory basis based upon the following votes: Votes in Favor Votes Against Abstain Broker Non-Votes 8,790,190 4,676,450 97,026 1,966,973 1 3. The amendment to the OptimizeRx 2021 Equity Incen

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Amendment No. 1 to the OptimizeRx 2021 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OPTIMIZERX CORPORATION Date: June 7, 2024 By: /s/ Marion Odence-Ford Name: Marion Odence-Ford Title: General Counsel 3

View Full Filing

View this 8-K filing on SEC EDGAR