OptimizeRx Corporation (OPRX) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of OptimizeRx Corporation. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Ellen Vos, Chairperson of the OptimizeRx Board of Directors. Ms. Vos, the floor is yours.

Thank you. Good morning. Welcome to the 2024 Annual Meeting of the Shareholders of OptimizeRx Corporation. The annual meeting will now come to order. I'm Lynn Vos, Chairperson of OptimizeRx Board of Directors, and thank you for participating today. Before proceeding with the business of the meeting, I would like to introduce you to the other directors of the company who are participating via conference bridge or Internet: Jim Lang, Patrick Spangler, Greg Wasson, Cathy Klema; and CEO and Board member, Will Febbo. Also participating via conference bridge or Internet are Michelle Felmlee, a representative from UHY LLP, our independent registered public accounting firm; Will Febbo, the company's CEO; Ed Stelmakh, the company's CFO and COO; Steve Silvestro, the company's President; Marion Odence-Ford, the company's General Counsel and Chief Compliance Officer; and Shawn Sharp of Computershare. I hereby appoint Shawn Sharp as the Inspector of Election for this meeting and any adjournment or postponement of this meeting. He has signed an oath to act as Inspector of Election, 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.

Good morning. I have in my possession an affidavit of mailing from Computershare establishing that notice of this meeting together with the related proxy materials was duly distributed and made available on or about April 29, 2024, to all company shareholders of record as at the close of business on April 11, 2024. A copy of the notice of the meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. Ms. Chairperson, based upon information provided by the company's transfer agent and the company's vote processing agent, I have determined and state that 18,183,914 shares of the company's common stock were outstanding on April 11, 2024, the record date. Shareholders have one vote per share on all matters to be presented at the annual meeting and because more than a majority of the shares of the company's common stock issued and outstanding on April 11, 2024, are represented at this meeting. Either virtually through the Internet or by proxy, a quorum is present.

The meeting is now duly convened for the purposes of transacting business properly before it. There are 4 items of business to come before this annual meeting, and those items are the election of 6 nominees as directors as described in the proxy statement, the advisory approval of the compensation of our named executives, the approval of 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 1,950,000 million and the ratification of UHY LLP as the company's independent registered public accounting firm for fiscal year 2024. In the interest of time, we will have all matters that 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 seconded. The first item of business before the shareholders of the company is the election of 6 directors. The following persons have been nominated by the Board of Directors to each serve as a 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 Vos, Jim Lang, Patrick Spangler, Greg Wasson, Cathy Klema, Will Febbo. These are the nominees described in the proxy statement of the company dated April 29, 2024. No other nominations have been made. I will now entertain a motion that each of these 6 nominees be elected to serve as Directors of the company until the next Annual Shareholders' Meeting and until his or her successors are elected and qualified or until his or her earlier death, resignation or removal. Shareholder #1?

Ms. Chairperson, I so move.

Shareholder #2?

Ms. Chairperson, I second the motion.

The second item of business before the shareholders is approved on an 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 shareholder vote. Resolved that the compensation paid to the company's named executives as disclosed in the company's proxy statement dated April 29, 2024, pursuant to applicable SEC rules, including the compensation tables and any related narrative discussion is hereby approved. As 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 proposed to approve on an advisory basis the compensation of the company's named executive officers as described in the proxy statement.

Ms. Chairperson, I so move.

Ms. Chairperson, I second the motion.

The third proposal before the shareholders is the approval of 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 1,950,000 shares to 4,450,000 shares. Is there a motion on the proposal to approve the amendment to the OptimizeRx equity plan to increase the shares under the plan by 1,950,000 shares of common stock.

Ms. Chairperson, I so move.

Ms. Chairperson, I second the motion.

The fourth and final proposal before the shareholders is the ratification to the appointment of UHY as the auditors of the company for the year ending December 31, 2024. Is there a motion on the proposal to ratify the appointment of UHY as the company's independent registered public accounting firm for the 2024 fiscal year.

Ms. Chairperson, I so move.

Ms. 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'll briefly pause if any votes are submitted. [Voting]

Now that everyone has had the opportunity to vote, I hereby declare the polls closed. The inspector of election will count the votes. The votes have been counted and the preliminary report of the Inspector of Election 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 directors, each of Lynn Vos, Jim Lang, Patrick Spangler, Greg Wasson, Cathy Klema and Will Febbo have been elected a Director of the company, each to serve until the next Annual Meeting of 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 1,950,000 shares has been approved, and the proposal to ratify the appointment of UHY LLP as the company's independent auditors for the year ending December 31, 2024, has been ratified.

The Inspector of Election is requested to make a final written report after the 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. This completes our anticipated agenda. I will now entertain a motion for adjournment.

I move that the meeting be adjourned.

I second the motion.

Thank you for attending today's meeting. This meeting is adjourned.

Thank you. Ladies and gentlemen, this concludes the meeting. You may now disconnect.