Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On April 3, 2026, the Board of Directors (the “Board”) of OptimizeRx Corporation (the “Company”), upon the recommendation of the Board’s Nominating & Governance Committee, appointed Mary Varghese Presti to serve as a director of the Company until the date of the Company’s 2026 annual meeting of stockholders and until her successor is elected and qualified, except in the event of her earlier death, resignation or removal. The appointment of Ms. Varghese Presti as an independent director is in furtherance of the Company’s ongoing process to refresh and expand its Board. In connection with Ms. Varghese Presti’s appointment to the Board, the Board expanded the size of the Board to seven members from its current six members. The Board also appointed Ms. Varghese Presti to serve as a member of the Audit Committee. As a non-employee director, Ms. Varghese Presti will participate in the Company’s previously disclosed non-employee director compensation program, which includes, among other things, an annual cash retainer of $45,000, an annual equity grant with a grant date value of approximately $175,000, and an additional annual cash retainer of $10,000 for serving as a member of the Audit Committee.
OPRX Optimizerx Corp - 8-K
Accession
0001213900-26-0416045.027.019.01
Item 5.02 - Departure/Election of Directors or Certain Officers
211 words
Item 7.01 - Regulation FD Disclosure
129 words
Item 7.01 Regulation FD Disclosure. On April 8, 2026, the Company issued a press release announcing the appointment of Ms. Varghese Presti to its Board. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 - Financial Statements and Exhibits
29 words
Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 99.1 Press release, dated April 8, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1