UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________

SCHEDULE 14A

_____________________________

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

OPTIMIZERX CORPORATION

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of Annual Meeting of Stockholders

Date and Time

Wednesday, June 5, 2024, at 10:00 a.m. (EDT)

Meeting Access

Live Audio Webcast: https://meetnow.global/MYZ6PN9

Record Date

April 11, 2024

Items of Business

• Proposal 1: Election of six directors, as described in the accompanying proxy statement.

• Proposal 2: Advisory approval of the compensation of OptimizeRx’s named executive officers.

• Proposal 3: Amendment to OptimizeRx Corporation 2021 Equity Incentive Plan to increase the aggregate number of shares of common stock available for awards by 1,950,000 shares to 4,450,000 shares.

• Proposal 4: Ratification of UHY LLP as OptimizeRx’s independent registered public accounting firm for the 2024 fiscal year.

• Consideration of any other business properly brought before the annual meeting.

This year’s annual meeting will be a virtual meeting conducted via live webcast. The annual meeting format will be a live audio webcast where you can view presentation materials made available online. There will be no physical in-person meeting. Additional information regarding attending the annual meeting, voting your shares and submitting questions in advance of the annual meeting can be found in the proxy statement.

Eligibility to Vote

Only stockholders of record, as of the close of business on April 11, 2024, are entitled to notice of and to vote at the annual meeting and any postponements or adjournments thereof.

This Notice of Annual Meeting of Stockholders, the proxy statement, form of proxy and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which is not a part of the proxy solicitation materials, are being distributed and made available to our stockholders on or about April 29, 2024.

Your vote is important. Whether or not you attend the meeting, we urge you to vote promptly.

		By Order of the Board of Directors
		/s/ Lynn O’Connor Vos
		Lynn O’Connor Vos
Waltham, MA		Chairperson
April 29, 2024

This Notice of Annual Meeting of Stockholders, the proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 are available at https://www.edocumentview.com/OPRX.

TABLE OF CONTENTS

		Page
PROXY STATEMENT SUMMARY		1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		2
PROPOSAL NO. 1 ELECTION OF DIRECTORS		6
CORPORATE GOVERNANCE		10
DIRECTOR NOMINATION PROCESS		19
DIRECTOR COMPENSATION		21
EXECUTIVE COMPENSATION		23
PAY VERSUS PERFORMANCE		35
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		38
PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION		39
INFORMATION REGARDING SECURITY HOLDERS		40
PROPOSAL NO. 3 APPROVAL OF THE AMENDMENT TO THE OPTIMIZERX CORPORATION 2021 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR AWARDS BY 1,950,000 SHARES		43
PROPOSAL NO. 4 RATIFICATION OF UHY LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		52
INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FEE INFORMATION		53
PRE-APPROVAL POLICIES AND PROCEDURES		54
REPORT OF THE AUDIT COMMITTEE		55
STOCKHOLDER PROPOSALS		56
OTHER MATTERS		57
HOUSEHOLDING		57

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. References in this proxy statement to the “Company,” “OptimizeRx,” “we,” “us,” and “our” refer to OptimizeRx Corporation, a Nevada company. This proxy statement, form of proxy and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 are being distributed and made available to our stockholders on or about April 29, 2024. Our principal executive offices are located at 260 Charles Street, Suite 302, Waltham, MA 02453.

Annual Meeting Information

Date and Time:	June 5, 2024 at 10:00 a.m., Eastern Daylight Time
Meeting Access:	Live Audio Webcast: https://meetnow.global/MYZ6PN9
Record Date:	April 11, 2024
Voting:	Stockholders have one vote per share on all matters presented at the annual meeting

This year’s annual meeting will be a virtual meeting. You will be able to attend the annual meeting and vote your shares electronically during the meeting by visiting https://meetnow.global/MYZ6PN9. The annual meeting format will be a live audio webcast where you can view presentation materials made available online. There will be no physical in-person meeting. You may submit questions in advance of the meeting via the internet at https://meetnow.global/MYZ6PN9. You can submit a question up to 11:59 p.m. EDT on June 4, 2024. Please see “Questions and Answers About the Annual Meeting” for more information regarding the annual meeting.

Even if you plan to attend the virtual annual meeting, please vote in advance so that your vote will be counted if you later decide not to attend the virtual annual meeting.

Voting Matters and the Board’s Recommendation

Agenda Item	Board Vote Recommendation	Page Reference
Election of six directors	FOR each Director Nominee	6
Advisory approval of the compensation of OptimizeRx’s named executive officers	FOR	39
Amendment to OptimizeRx Corporation 2021 Equity Incentive Plan (the “2021 Equity Plan”) to increase the aggregate number of shares of common stock available for awards by 1,950,000 shares	FOR	43
Ratification of UHY LLP as OptimizeRx’s independent registered public accounting firm for the 2024 fiscal year	FOR	52

In addition to these matters, stockholders may be asked to vote on such other business as may properly come before the annual meeting.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why did I receive these proxy materials?

This proxy statement, form of proxy, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (which is not a part of the proxy solicitation materials) are being distributed and made available to our stockholders starting on or about April 29, 2024. We are providing these proxy materials in connection with the solicitation by the Board of proxies to be voted at our 2024 Annual Meeting of Stockholders and at any adjournment or postponement of the meeting.

When and where will the annual meeting be held?

The annual meeting will be held in virtual format only through a live video webcast.

Date:	Wednesday, June 5, 2024 at
Time:	10:00 a.m., Eastern Daylight Time
Location:	Live Audio Webcast: https://meetnow.global/MYZ6PN9

Who is entitled to vote at the annual meeting?

SEC Form DEF 14A filed by OptimizeRx Corporation