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): June 15, 2022

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

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.	o

Item 5.07.    Submission of Matters to a Vote of Security Holders.

On June 15, 2022, Medifast, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following three 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:

Director Name	For	Against	Abstained	Broker Non-Votes
Jeffrey J. Brown	8,963,910.00	98,639.00	10,602.00	1,067,882.00
Daniel R. Chard	8,771,735.00	284,527.00	16,889.00	1,067,882.00
Constance C. Hallquist	8,896,308.00	161,045.00	15,798.00	1,067,882.00
Michael A. Hoer	9,043,699.00	18,867.00	10,585.00	1,067,882.00
Scott Schlackman	9,037,187.00	25,597.00	10,367.00	1,067,882.00
Andrea B. Thomas	8,912,573.00	144,585.00	15,993.00	1,067,882.00
Ming Xian	8,883,682.00	179,269.00	10,200.00	1,067,882.00

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, 2022. The proposal was approved by a vote of stockholders as follows:

For:	10,069,552.00
Against:	58,676.00
Abstained:	12,805.00

(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:

For:	8,615,230.00
Against:	304,225.00
Abstained:	153,696.00
Broker Non-Votes:	1,067,882.00

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

(e) Compensatory Arrangements with Certain Officers.

Executive Severance Plan.

On June 16, 2022, the Board of Directors of the Company approved amendments to the Company’s Executive Severance Plan (the “Plan”) to adjust the calculation of the bonus portion of severance benefits upon a qualifying termination during the two years following a change in control. Executives, including each of our named executive officers, are eligible to receive benefits under the Plan. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Plan.

Amendments to the Plan include the following:

a.Upon a qualifying termination that is during the two years following a Change in Control of the Company, and subject to the participant’s execution of a release of claims, the participant will be entitled to severance equal to 1.5 times base salary plus Target Bonus (2.5 times base salary plus Target Bonus for the CEO), and their Target Bonus for year-of-termination, pro-rated based on the number of full months during the year the participant was employed, based on the greater of (i) target level performance or (ii) actual Company performance as determined by the most recent forecast as of the date of termination.

b.The participant would also be entitled to performance-based restricted shares or deferred shares vesting on a pro-rata basis, based on the number of full months during the performance period the participant was employed, at the greater of (i) target level performance level or (ii) actual Company performance as determined by the most recent financial projections/forecast used for accrual purposes as of the date of termination. For those PSU grants that may contain a PSU kicker, the kicker shall be calculated based on the Company’s most current projection of performance.

Item 8.01.    Other Events.

On June 16, 2022, the 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 herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)	Exhibits.
	99.1	Press release dated June 16, 2022 titled “Medifast, Inc. Announces Quarterly Dividend”
	104.1	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

2

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:
		James P. Maloney
		Chief Financial Officer
Dated: June 16, 2022

3

EX-99

Medifast, Inc. Announces Quarterly Dividend

BALTIMORE, June 16, 2022/PRNewswire/ -- Medifast, Inc. (NYSE: MED), the global company behind one of the fastest-growing health and wellness communities, OPTAVIA®, announced today that its Board of Directors has declared a $1.64 quarterly cash dividend to its stockholders. The quarterly cash dividend of $1.64 per share is payable on August 8, 2022 to stockholders of record as of the close of business on June 28, 2022.

Medifast expects to maintain a program of paying dividends on a quarterly basis. However, the declaration of dividends in the future is subject to the discretion of the company’s Board of Directors, who will evaluate the company's dividend program from time to time based on factors that it deems relevant.

About Medifast:

Medifast (NYSE: MED) is the global company behind one of the fastest-growing health and wellness communities, OPTAVIA®, which offers scientifically developed products, clinically proven plans and the support of independent OPTAVIA Coaches and a Community to help Customers achieve Lifelong Transformation, One Healthy Habit at a Time®. As the publicly traded market leader by revenue in the U.S. $7 billion weight management industry, the company has impacted more than 2 million lives through its Community of OPTAVIA Coaches, who teach Customers how to develop holistic healthy habits through the proprietary Habits of Health® Transformational System. Medifast was recognized in 2022 as one of America’s Best Mid-Sized Companies by Forbes, in 2020 and 2021 as one of FORTUNE's 100 Fastest-Growing Companiesand was named to Forbes' 100 Most Trustworthy Companies in America list in 2017. For more information, visit MedifastInc.com or OPTAVIA.com and follow @Medifast on Twitter.

Forward Looking Statements

Please Note: This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by use of phrases or terminology such as "intend," “anticipate,” “expect” or other similar words or the negative of such terminology. Similarly, descriptions of Medifast's objectives, strategies, plans, goals or targets contained herein are also considered forward-looking statements. These statements are based on the current expectations of the management of Medifast and are subject to certain events, risks, uncertainties and other factors. Some of these factors include, among others: constraints, volatility or disruptions in the capital markets or other factors affecting the amount and timing of share repurchases under Medifast’s accelerated share repurchase program; risks associated with Medifast’s direct-to-consumer business model; the impact of rapid growth on Medifast’s systems; disruptions in Medifast’s supply chain; Medifast’s inability to continue to develop new products; effectiveness of Medifast’s advertising and marketing programs, including use of social media by independent OPTAVIA Coaches; Medifast’s inability to maintain and grow the network of independent OPTAVIA Coaches; the departure of one or more key personnel; Medifast’s inability to protect against

online security risks, to protect its brand, or to protect against product liability claims; Medifast’s planned growth into domestic and international markets; adverse publicity associated with Medifast’s products; Medifast’s inability to continue declaring dividends; fluctuations of Medifast’s common stock market price; the impact of the COVID-19 pandemic on Medifast’s results and the severity, length and ultimate impact of the COVID-19 pandemic on people and economies; increases in competition, litigation, natural disasters, acts of war, other geopolitical events, climate change, shareholder activism, regulatory changes, inflation, labor shortages, supply chain issues and the resulting impact on market conditions and consumer spending; and the impact of changes in internal control over financial reporting. Although Medifast believes that the expectations, statements and assumptions reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and other filings filed with the United States Securities and Exchange Commission, including its current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.

MED-F

Investor Contact:

ICR, Inc.

Reed Anderson

InvestorRelations@medifastinc.com

(800) 763-9953

XML

Cover	Jun. 15, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 15, 2022
Entity Registrant Name	MEDIFAST, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31573
Entity Tax Identification Number	13-3714405
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
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MED
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000910329
Amendment Flag	false
NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Security Exchange Name	NYSE