UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 2023
MEDIFAST, INC.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | 001-31573 (Commission File Number) | 13-3714405 (I.R.S. Employer Identification No.) |
100 International Drive, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 581-8042
N/A
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | MED | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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| Emerging growth company | ☐ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | o |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 14, 2023, Medifast, Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as described below.
(i) The number of shares voted and broker non-votes for the directors nominated for re-election to the Board are set forth below.
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| Director Name | For | Against | Abstained | Broker Non-Votes |
| Jeffrey J. Brown | 7,690,887 | 234,232 | 30,252 | 1,059,866 |
| Daniel R. Chard | 7,656,983 | 278,797 | 19,591 | 1,059,866 |
| Elizabeth A. Geary | 7,849,710 | 77,812 | 27,849 | 1,059,866 |
| Michael A. Hoer | 7,846,691 | 81,211 | 27,469 | 1,059,866 |
| Scott Schlackman | 7,810,395 | 117,616 | 27,360 | 1,059,866 |
| Andrea B. Thomas | 7,387,316 | 532,634 | 35,421 | 1,059,866 |
| Ming Xian | 7,542,094 | 385,088 | 28,189 | 1,059,866 |
Accordingly, each of the individuals listed above was elected to the Company’s Board of Directors, each to hold office until the Company’s next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.
(ii) The stockholders voted on a proposal to ratify the appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2023.
The proposal was approved by a vote of stockholders as follows:
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| For: | 8,949,489 |
| Against: | 55,282 |
| Abstained: | 10,466 |
(iii) The stockholders voted on a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the proxy statement for the Annual Meeting.
The proposal was approved by a vote of the stockholders as follows:
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| For: | 7,495,497 |
| Against: | 372,673 |
| Abstained: | 87,201 |
| Broker Non-Votes: | 1,059,866 |
(iv) The stockholders voted on a proposal to approve, on an advisory basis, a frequency of one-year of the advisory vote on executive compensation.
The proposal was approved for an annual vote by a vote of the stockholders as follows:
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| Once Every Year: | 7,528,144 |
| Once Every 2 Years: | 36,611 |
| Once Every 3 Years: | 354,240 |
| Abstained: | 36,377 |
| Broker Non-Votes: | 1,059,865 |
Based upon the results set forth above, and consistent with the Board's recommendation, the Company will hold annual Say-on-Pay votes until the next required advisory vote on frequency of such votes.
Item 8.01. Other Events.
On June 15, 2023, Company issued a press release announcing the declaration of a cash dividend by the Company's Board of Directors. The full text of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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| (d) | Exhibits. |
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| 99.1 | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
Signature
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.
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| MEDIFAST, INC. |
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| By: | /s/ James P. Maloney |
| | James P. Maloney |
| | Chief Financial Officer |
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| Dated: June 15, 2023 | | |
