Current Report Filing (8-k)
07 Giugno 2023 - 10:16PM
Edgar (US Regulatory)
0001448431
false
0001448431
2023-06-07
2023-06-07
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iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 7, 2023
OptimizeRx Corporation
(Exact name of registrant as specified in its charter)
Nevada |
|
001-38543 |
|
26-1265381 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
400 Water
Street, Suite 200, Rochester, MI |
|
48307 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 248-651-6568
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.001 Par Value |
|
OPRX |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s 2023 Annual Meeting of Stockholders
(“Annual Meeting”) was held on June 7, 2023. During the Annual Meeting, stockholders were asked to consider and vote upon
three proposals: (1) to elect six directors, each to serve 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; (2) to approve, on an advisory
basis, the compensation of the Company’s named executive officers (the “say on pay proposal”); and (3) to ratify UHY
LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year.
On the record date of April 12, 2023, there were
17,120,543 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 | |
10,694,810 | | |
1,159,446 | | |
1,771,637 | |
Gus D. Halas | |
6,715,997 | | |
5,138,259 | | |
1,771,637 | |
Lynn O’Connor Vos | |
7,402,326 | | |
4,451,930 | | |
1,771,637 | |
James Lang | |
7,097,971 | | |
4,756,285 | | |
1,771,637 | |
Patrick Spangler | |
8,072,200 | | |
3,782,056 | | |
1,771,637 | |
Gregory D. Wasson | |
8,073,940 | | |
3,780,316 | | |
1,771,637 | |
| 2. | The say on pay proposal was not approved based upon the following votes: |
Votes
in Favor |
|
Votes
Against |
|
Abstain |
|
Broker
Non-Votes |
4,722,546 |
|
6,738,014 |
|
393,696 |
|
1,771,637 |
Although this vote is advisory, the Board takes the results
of this vote seriously. The Board and its Compensation Committee are committed to the continuous evaluation of our compensation programs
and to considering appropriate adjustments to those programs in order to reflect input from stockholders.
| 3. | UHY LLP was ratified as the Company’s independent registered public accounting firm for the 2023 fiscal year based upon the
following votes: |
Votes
in Favor |
|
Votes
Against |
|
Abstain |
13,611,868 |
|
12,645 |
|
1,380 |
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.
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OPTIMIZERX CORPORATION |
|
|
|
Date: June 7, 2023 |
By: |
/s/ Marion Odence-Ford |
|
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Name: |
Marion Odence-Ford |
|
|
Title: |
General Counsel |
2
Grafico Azioni OptimizeRx (NASDAQ:OPRX)
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Grafico Azioni OptimizeRx (NASDAQ:OPRX)
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