8-K

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): July 20, 2020

MEDIFAST, INC.

(Exact name of registrant as specified in its charter)

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:

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
Preferred Stock Purchase Rights		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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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).

Emerging growth company ¨

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. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of July 20, 2020, the Board of Directors of Medifast, Inc. (the “Company”) appointed Mr. James P. Maloney as Chief Financial Officer of the Company. Mr. Maloney succeeds Joseph P. Kelleman, who has served as Interim Chief Financial Officer since April 2020 and will remain with the Company through July 31, 2020, to ensure an orderly transition. Mr. Maloney will serve in such position until his separation or removal.

Mr. Maloney, age 52, most recently served as Senior Vice President Chief Financial Officer of L.B. Foster Company (NASDAQ: FSTR), a publicly held global manufacturer and distributor of products and services for transportation and energy infrastructure. Prior to L.B. Foster Company, he served as Chief Financial Officer of First Insight, Inc., a privately held company providing consumer data to leading retailers and brands, where he continues to serve as a Board Advisor. Before joining First Insight, Mr. Maloney held roles at the H.J. Heinz Company (“Heinz”), including Vice President of Global Financial Planning and Supply Chain Finance, Director of Finance for Supply Chain for Heinz North America, and Controller of Heinz North America. He also held multiple roles in the U.S. and Europe at Ernst & Young LLP, including Senior Manager of the Assurance Practice.

Mr. Maloney holds a Bachelor of Science degree from Clarion University and a Master of Business Administration degree from the University of Pittsburgh, and is a Certified Public Accountant.

There are no arrangements or understandings, other than the offer letter between the Company and Mr. Maloney described below, pursuant to which Mr. Maloney was appointed as Chief Financial Officer of the Company, and Mr. Maloney does not have any transactions reportable under Item 404(a) of Regulation S-K.

Offer Letter with Mr. Maloney

The Company entered into an offer letter with Mr. Maloney in connection with his appointment as Chief Financial Officer (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Maloney will: (i) receive an annual base salary of $425,000; (ii) participate in the Company’s annual Incentive Bonus Plan, with an annual target bonus equal to 70% of base salary; (iii) beginning in the 2021 fiscal year, participate in the Company's long-term incentive program, which currently consists of annual grants of deferred shares, with a grant date fair value equal to his base salary at the beginning of the next performance year (January 2021); and (iv) receive relocation assistance pursuant to the Company's relocation policy.

In addition, pursuant to the Offer Letter, the Company granted Mr. Maloney a sign-on long-term incentive award with a grant date fair value of $425,000 (the "Sign-On Award"), consisting of (i) time-based deferred shares, as to 40% of the award, which vest over three years in equal annual installments, subject to Mr. Maloney’s continued service through each vesting date, and (ii) performance-based deferred shares, as to 60% of the award, which vest based on the achievement of certain performance metrics, in each case subject to Mr. Maloney’s continued service through the applicable vesting date. The Sign-On Award will be granted pursuant to the Medifast, Inc. Amended and Restated 2012 Share Incentive Plan.

Mr. Maloney will be eligible to participate in the Company's Executive Severance Plan, pursuant to which he will be eligible to receive severance benefits in the event of certain terminations of employment.

The press release announcing Mr. Maloney’s appointment as Chief Financial Officer is furnished as Exhibit 99.1 hereto. The information set forth in Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release dated July 20, 2020 titled “Medifast Inc. Names Jim Maloney as Chief Financial Officer”
104.1	Cover Page Interactive Data File (embedded within the Inline XBRLDocument)

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.

	MEDIFAST, INC.
	By:	/s/ Jason L. Groves
		Jason L. Groves Executive Vice President, General Counsel & Corporate Secretary
Dated: July 20, 2020

EX-99.1

Exhibit 99.1 

 

Medifast, Inc. Names Jim Maloney as Chief Financial Officer

New CFO brings more than 25 years of financial experience to fast growing

health and wellness company

BALTIMORE, July 20, 2020/PRNewswire/ -- Medifast, Inc. (NYSE: MED), the company behind one of the fastest-growing health and wellness communities, OPTAVIA®, today announced that it has appointed James (Jim) Maloney as Chief Financial Officer, effective July 20, 2020. In his role, Mr. Maloney will be responsible for leading the finance function including all aspects of financial planning and analysis, setting Medifast’s financial and capital allocation strategies, and managing investor relations. He will serve as a member of the company’s leadership team and report directly to Chief Executive Officer Dan Chard.

“We are pleased to welcome Jim to the Medifast team as we continue on our mission to offer the world lifelong transformation, one healthy habit at a time,” said Chard. “Jim brings deep public company experience, a strong focus on capital allocation and an ability to manage the finance function of a fast-growing, dynamic and complex business. He has been responsible for managing large operations for global companies to support business objectives and growth. He also has a history of building value, which will be important as we aim to deliver long-term sustainable growth through our differentiated approach to health and wellness.”

“I am thrilled to join the team at Medifast. The company’s unique business model, collaborative culture and OPTAVIA’s robust and inspiring community provides the opportunity to drive significant value for stockholders,” said Maloney.

Mr. Maloney most recently served as Senior Vice President Chief Financial Officer of L.B. Foster Company, a publicly held global manufacturer and distributor of products and services for transportation and energy infrastructure. Prior to L.B. Foster Company, he served as Chief Financial Officer of First Insight, Inc., a privately held company providing consumer data to leading retailers and brands, where he continues to serve as a Board Advisor. Before joining First Insight, Mr. Maloney held roles at the H.J. Heinz Company (“Heinz”), including Vice President of Global Financial Planning and Supply Chain Finance, Director of Finance for Supply Chain for Heinz North America, and Controller of Heinz North America. He also held multiple roles in the U.S. and Europe at Ernst & Young LLP, including Senior Manager of the Assurance Practice. Mr. Maloney holds a Bachelor of Science degree from Clarion University and a Master of Business Administration degree from the University of Pittsburgh and is a Certified Public Accountant.

About Medifast:

Medifast (NYSE: MED) is the company behind one of the fastest-growing health and wellness communities, OPTAVIA®, which offers Lifelong Transformation, One Healthy Habit at a Time®. Based on nearly 40 years of experience, Medifast has redefined direct selling by combining the best aspects of the model. Its community of thousands of independent OPTAVIA Coaches teach Clients to develop holistic healthy habits through products and clinically proven plans, the Habits of Health® Transformational System and comprehensive support from a community of like-minded people. In 2019, Medifast expanded the OPTAVIA movement globally, beginning with the Asia-Pacific region. Medifast is traded on the New York Stock Exchange and was named to Fortune's 100 Fastest-Growing Companies list in 2019 and Forbes' 100 Most Trustworthy Companies in America list in 2016 and 2017. For more information, visit www.MedifastInc.com or www.OPTAVIA.com.

Forward Looking Statements

This release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements are based on present circumstances and on Medifast's predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements, including any statement of the plans and objectives of management for future operations and forecasts of future growth and value, are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. Such forward-looking statements are made only as of the date of this release and Medifast assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements.

MED-F

Media Contact:

Jessica Oring

Jessica.Oring@medifastinc.com

Investor Contact:

ICR, Inc.

Scott Van Winkle

(617) 956-6736

XML

Cover	Jul. 20, 2020
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 20, 2020
Entity File Number	001-31573
Entity Registrant Name	MEDIFAST, INC.
Entity Central Index Key	0000910329
Entity Tax Identification Number	13-3714405
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 International Drive
Entity Address, City or Town	Baltimore
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21202
City Area Code	410
Local Phone Number	581-8042
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MED
Security Exchange Name	NYSE
Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
No Trading Symbol Flag	true
Security Exchange Name	NYSE