UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s 2025 Annual Meeting of Stockholders (“Annual Meeting”) was held on June 11, 2025. During the Annual Meeting, stockholders were asked to consider and vote upon three proposals: (1) to elect five 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; and (3) to ratify UHY LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year ending on December 31, 2025.
On the record date of April 29, 2025, there were 18,493,447 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 | |||||||||
| Lynn O’Connor Vos | 7,678,993 | 5,380,016 | 2,874,955 | |||||||||
| Catherine Klema | 11,050,447 | 2,008,562 | 2,874,955 | |||||||||
| James Lang | 8,291,707 | 4,767,302 | 2,874,955 | |||||||||
| Patrick Spangler | 7,413,854 | 5,645,155 | 2,874,955 | |||||||||
| Gregory D. Wasson | 8,809,348 | 4,249,661 | 2,874,955 | |||||||||
| 2. | The compensation of the Company’s named executive officers, as described in the proxy statement, was approved on an advisory basis based upon the following votes: |
| Votes in Favor | Votes Against | Abstain | Broker Non-Votes | |||
| 5,443,720 | 3,857,653 | 3,757,636 | 2,874,955 |
| 3. | UHY LLP was ratified as the Company’s independent registered public accounting firm for the 2022 fiscal year based upon the following votes: |
| Votes in Favor | Votes Against | Abstain | ||
| 15,162,244 | 745,489 | 26,231 |
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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 16, 2025 | By: | /s/ Marion Odence-Ford |
| Name: | Marion Odence-Ford | |
| Title: | Chief Legal Officer | |
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