Sector: Health Care
OPTIMIZERX CORP · Meeting: June 9, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Director since 2015 with long tenure; the 3-year TSR gap versus the company-disclosed peer group is -15.4 percentage points, which does not cross the 20-percentage-point trigger required for a negative vote, and she brings relevant healthcare marketing and CEO experience.
Joined in January 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; she brings deep healthcare investment banking and governance expertise.
Director since 2017; the 3-year peer-group TSR gap of -15.4 percentage points does not cross the 20-percentage-point trigger, and he brings over 30 years of healthcare data and technology leadership experience.
Director since 2018; the peer-group TSR gap does not trigger a negative vote, he is the designated audit committee financial expert with over 35 years of healthcare finance experience, and attendance was satisfactory.
Joined in April 2026, well within the 24-month new-director exemption, so no TSR trigger applies; she brings relevant healthcare technology and operational expertise from senior roles at Microsoft and other major healthcare firms.
Director since July 2020; the peer-group TSR gap of -15.4 percentage points does not reach the 20-percentage-point trigger, though shareholders should note a prior SEC settlement from his time at Walgreens involving misleading forward-looking disclosures for which he paid a $160,000 penalty.
Joined the board in June 2025, which is within the 24-month new-director exemption, so the TSR trigger does not apply; as the newly appointed CEO he brings direct operational knowledge of the company.
The peer-group 3-year TSR gap of -15.4 percentage points falls below the 20-percentage-point trigger required under the policy for a negative absolute TSR environment, so no directors are flagged solely on performance grounds; two directors (Klema, Varghese Presti) and the CEO-director (Silvestro) are additionally protected by the 24-month new-director exemption. All directors are voted FOR.
CEO
Stephen Silvestro
Total Comp
$2,717,717
Prior Support
58.53%%
Last year only 58.53% of shareholders supported the pay program — well below the 70% threshold that requires visible structural changes — and while the company acknowledged the low vote and promised to phase in performance-based equity awards in the future, no performance-based awards were actually granted in 2025; all equity granted to executives consisted of time-based stock options and time-based restricted stock units that vest purely with the passage of time regardless of company performance. The policy requires a NO vote when incentive grants have no meaningful performance conditions, because time-based-only equity is effectively a salary supplement rather than true pay-for-performance, and this concern is compounded by the fact that the stock has fallen 58.5% over three years while executives received bonuses at 191% of target. The company's commitment to introduce performance-based awards in the future is a welcome direction, but a voluntary promise without any 2025 implementation does not satisfy the policy's requirement for demonstrated change following a failed Say on Pay vote.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose the auditor fee breakdown in the extracted text provided, so the non-audit fee ratio trigger cannot be confirmed; under policy, when tenure is not determinable and fee data is unavailable the default is FOR. Grant Thornton is a large national firm appropriate for a company of OptimizeRx's size, and no material restatements are disclosed.
Meeting held June 9, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Stephen Silvestro | 96.1% | 12.2M | 493,238 | ✓ Elected |
| Mariyamma Varghese Presti | 93.0% | 11.8M | 887,228 | ✓ Elected |
| James Lang | 81.6% | 10.3M | 2.3M | ✓ Elected |
| Gregory Wasson | 81.6% | 10.3M | 2.3M | ✓ Elected |
| Catherine Klema | 71.8% | 9.1M | 3.6M | ✓ Elected |
| Lynn O'Connor Vos | 65.8% | 8.3M | 4.3M | ✓ Elected |
| Patrick Spangler | 64.0% | 8.1M | 4.6M | ✓ Elected |
Say on Pay
For 11.7M · Against 895,095 · Abstain 98,152
Auditor Ratification
For 15.8M · Against 27,585 · Abstain 14,338
Other Proposals
Proposal 3
Amendment to Equity Plan to increase shares available for awards by 1,000,000
Proposal 4
Amendment to Equity Plan to adopt evergreen provision
The most significant vote at this meeting is Say on Pay, which receives an AGAINST recommendation because last year's low 58.53% shareholder support was not met with actual structural change in 2025 — all executive equity remained time-based with no performance conditions, and the stock has lost 58.5% of its value over three years. All seven director nominees receive FOR recommendations because the company's 3-year total shareholder return, while deeply negative, underperforms the disclosed peer group median by only 15.4 percentage points — below the 20-percentage-point trigger — and three of the seven directors are additionally protected by the 24-month new-director exemption.
17 companies disclosed in 2026 proxy filing
