Good morning. Welcome to the 2026 Annual Meeting of Shareholders of OptimizeRx Corporation. The annual meeting will now come to order. I am Lynn O'Connor Vos, Chairperson of OptimizeRx Board of Directors, and thank you very much for your participation today. Before proceeding with the business of the meeting, I would like to introduce the other directors of the company who are participating via conference bridge or the internet. James Lang, Patrick Spangler, Gregory Wasson, Catherine Klema, Mary Varghese Presti, and the company's CEO and director, Steven Silvestro. Also participating via conference bridge or internet are Ed Stelmakh, the company's Chief Financial and Strategic Officer. Marion Odence-Ford, the company Chief Legal and Administrative Officer. Jared von der Auhe , a partner with Grant Thornton LLP, the company's independent registered public accounting firm, and Andrew Wilcox.
I hereby appoint Andrew Wilcox as the Inspector of Elections for this meeting and any adjournment or postponement of the meeting. He has signed an oath to act as Inspector of Elections, and this oath will be filed with the minutes of the meeting. Marion Odence-Ford will act as Secretary of the meeting, and I will serve as Chairperson. The Secretary will now make a statement.
Thank you, Madam Chairperson. I have in my possession an affidavit of mailing from Broadridge establishing that the notice of this meeting, together with the related proxy materials, were duly distributed and made available on or about April 30th, 2026, to all company shareholders of record as of the close of business on April 10th, 2026. A copy of the notice of the meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. Madam Chairperson, based upon information provided by the company's transfer agent and the company's vote processing agent, I have determined and state that 18,765,075 shares of the company's common stock were issued and outstanding on the record date of April 10th, 2026, and entitled to vote. Shareholders have one vote per share on all matters to be presented at the annual meeting.
Because more than a majority of the shares of the company's common stock issued and outstanding on April 10th, 2026 are represented at this meeting, either virtually through the internet or by proxy, a quorum is present.
This meeting is now duly convened for the purposes of transacting business properly before it. There are five items of business to come before this annual meeting, and those items are, one, the election of seven nominees as directors as described in the proxy statement. Two, the advisory approval of the compensation of our named executive officers. Three, the approval of the amendment of the OptimizeRx 2021 Equity Incentive Plan to increase the aggregate number of shares of common stock available for grant of awards under the plan by $1 million. The approval of the amendment of the equity plan to adopt an evergreen provision, providing an automatic annual increase in the shares of common stock available for issuance under the equity plan. Five, the ratification of Grant Thornton as the company's independent registered public accounting firm for fiscal year 2026.
In the interest of time, we will have all matters to come before the annual meeting introduced for consideration by the shareholders prior to the opening of the polls for voting. The polls will be opened after all matters are introduced and second. The first item of business before the shareholders of the company is the election of the seven directors. The following persons have been nominated by the board of directors to serve as director for a term to expire at the next annual shareholders' meeting and until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal. Lynn O'Connor Vos, James Lang, Patrick Spangler, Gregory Wasson, Catherine Klema, Mary Varghese Presti, and Steve Silvestro. These are the nominees described in the proxy statement of the company dated April 30th, 2026. No other nominations have been made.
I will now entertain a motion that each of the seven nominees be elected to serve as a director of the company until the next annual shareholders' meeting and until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal.
Madam Chairperson, I so move. Madam Chairperson, I second the motion.
The second item of business before the shareholders is approval of the advisory basis of the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the company's named executive officers described in the proxy statement. Accordingly, the following resolution is submitted for the shareholder vote. Resolved that the compensation paid to the company's named executive officers, as disclosed in the company's proxy statement dated April 30th, 2026, pursuant to applicable SEC rules, including the compensation tables and any relative related narrative discussion, is hereby approved.
This is an advisory vote, the result will not be binding on the company, the board of directors, or the compensation committee, although the board of directors and the compensation committee will consider the outcome of the vote when making future compensation decisions for named executive officers. Is there a motion on the proposal to approve on an advisory basis the compensation of the company's named executive officers as described in the proxy statement?
Madam Chairperson, I so move. Madam Chairperson, I second the motion.
The third proposal before the shareholders is the approval of the amendment to the OptimizeRx Corporation 2021 Equity Incentive Plan to increase the aggregate number of shares of common stock available for grants of awards under the plan by 1 million shares to 5,450,000 shares. Is there a motion on the proposal to approve the amendment to the equity plan to increase the shares under the plan by 1 million shares of common stock?
Madam Chairperson, I so move. Madam Chairperson, I second the motion.
Thank you. The fourth proposal before the shareholders is the approval of the amendment to the equity plan to adopt an evergreen provision providing an automatic annual increase in the shares of common stock available for issuance under the equity plan. Is there a motion of the proposal to approve the amendment to the equity plan to adopt an evergreen provision providing an automatic annual increase in shares of common stock?
Madam Chairperson, I so move. Madam Chairperson, I second the motion.
Thank you. The fifth and final proposal before the shareholders is the ratification of the appointment of Grant Thornton as the auditors of the company for the year ending December 31st, 2026. Is there a motion on the proposal to ratify the appointment of Grant Thornton as the company's independent registered public accounting firm for the 2026 fiscal year?
Madam Chairperson, I so move. Madam Chairperson, I second the motion.
Thank you. There being no further proposals, I now declare the polls open. If there are any shareholders who have not yet voted who wish to vote, you may do so by clicking on the voting button on the web portal and following the instructions there. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote. I will briefly pause as any votes are submitted. Now that everyone has had the opportunity to vote, I hereby declare the polls closed. The Inspector of Elections will count the votes.
Will the Inspector of Elections affirm that all the votes are in and the ballots have been counted?
Yes, all the votes are in and the ballots have been counted.
Thank you, sir. The votes have been counted and the preliminary report of the Inspector of Elections has been delivered to the company.
Will the Secretary please report the results of the voting?
The preliminary report of the Inspector of Elections indicates that in the election of the directors, each of Lynn O'Connor Vos, James Lang, Patrick Spangler, Gregory Wasson, Catherine Klema , Mary Varghese Presti , and Steven Silvestro have been elected a director of the company, each to serve until the next annual meeting of the shareholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal. The proposal to approve, on an advisory basis, the company's named executive officer compensation has been approved. The proposal to approve the amendment to the OptimizeRx 2021 Equity Incentive Plan to increase the aggregate number of shares of common stock available for grant of awards under the plan by one million shares has been approved.
The proposal to approve the amendment to the OptimizeRx 2021 Equity Incentive 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 has not been approved. The proposal to ratify the appointment of Grant Thornton LLP as the company's independent auditors for the year ending December 31st, 2026, has been ratified.
The Inspector of Elections is requested to make a final written report after this meeting on the exact results of the voting and submit the report to the Secretary of the company for attachment to the minutes of this meeting.
Based on the report of the Inspector of Elections, the company will file a current report on Form 8-K with the U.S. Securities and Exchange Commission within four business days following this annual shareholders' meeting.
This completes our anticipated agenda, and I will now entertain a motion for adjournment.
Madam Chairperson, I move that the meeting be adjourned. Madam Chairperson, I second the motion.
Thank you for attending today's meeting. The meeting is now adjourned.
This concludes today's meeting. You may now disconnect.