MEDIFAST, INC. (NYSE:MED) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

MEDIFAST, INC. (NYSE:MED) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02.

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

On May 18, 2017, the stockholders of Medifast, Inc. (the Company)
approved the Medifast, Inc. Amended and Restated 2012 Share
Incentive Plan (the Amended and Restated 2012 Plan). The terms of
the Amended and Restated 2012 Plan were previously disclosed in
the Companys Schedule 14A proxy statement filed with the
Securities and Exchange Commission (the SEC) on April 7, 2017 and
the supplemental proxy materials filed with the SEC on May 10,
2017.

The full text of the Amended and Restated 2012 Plan was included
as exhibit 10.1 to the Current Report on Form 8-K filed with the
SEC on May 10, 2017, which is incorporated by reference into this
Item 5.02.

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

On May 18, 2017, the Company held its Annual Meeting of
Stockholders (the Annual Meeting) at the Four Seasons Hotel
Baltimore, 200 International Drive, Baltimore, Maryland. At the
Annual Meeting, the stockholders:

(i) voted to elect nine directors to hold office for a one-year
term expiring at the annual meeting in 2018 and until their
respective successors are elected and qualified. Each nominee was
elected by a vote of stockholders as follows:

Director Name For Withhold/Against Broker Non-Votes
Jeffrey J. Brown 9,609,354.20 139,709.00 1,349,388.80
Kevin G. Byrnes 9,613,472.20 135,591.00 1,349,388.80
Daniel R. Chard 9,724,064.20 24,999.00 1,349,388.80
Charles P. Connolly 9,577,344.20 171,719.00 1,349,388.80
Constance C. Hallquist 9,698,365.20 50,698.00 1,349,388.80
Michael C. MacDonald 9,691,289.20 57,774.00 1,349,388.80
Carl E. Sassano 9,544,897.20 204,166.00 1,349,388.80
Scott Schlackman 9,545,853.20 203,210.00 1,349,388.80
Glenn W. Welling 9,539,096.20 209,967.00 1,349,388.80

(ii) voted on a proposal to approve the Amended and Restated 2012
Plan. The proposal was approved by a vote of stockholders as
follows:

For: 9,297,433.20
Against: 434,987.00
Abstained: 16,643.00
Broker Non-Votes: 1,349,388.80

(iii) voted on a proposal to ratify the appointment of RSM US LLP
as the Companys Independent Registered Public Accounting Firm for
the Companys fiscal year ending December 31, 2017. The proposal
was approved by a vote of stockholders as follows:

For: 10,805,631.00
Against: 273,384.00
Abstained: 19,437.00

(iv) voted on a proposal to approve on an advisory basis the
compensation of the Companys named executive officers as set
forth in the 2017 Proxy Statement. The proposal was not approved
by the stockholders. The voting results were as follows:

For: 4,060,853.00
Against: 5,571,859.20
Abstained: 116,351.00
Broker Non-Votes: 1,349,388.80

(v): voted on a proposal to approve on an advisory basis the
frequency of the stockholder vote on the compensation of the
Companys named executive officers. A majority of the stockholders
voted for 1 year. The voting results were as follows:

1 year 8,969,063.20
2 years 65,810.00
3 years 629,760.00
Abstentions 84,430.00
Broker Non-Votes 1,349,388.80


About MEDIFAST, INC. (NYSE:MED)

Medifast, Inc. (Medifast) is engaged in the production, distribution and sale of weight loss, weight management and healthy living products, and other consumable health and diet products. The Company operates through its subsidiaries, Jason Pharmaceuticals, Inc., Take Shape For Life, Inc., Jason Enterprises, Inc., Medifast Franchise Systems (MFSI), Inc., Jason Properties, LLC, Medifast Nutrition, Inc. and Seven Crondall, LLC. Its product lines include weight loss, weight management, and healthy living meal replacements, snacks, hydration products and vitamins. It provides weight loss, weight management and healthy living products and programs through multiple channels of distribution: direct to consumer channel through its Website and in-house call centers; Take Shape For Life; Franchise Medifast Weight Control Centers, and a national network of physicians. It offers its products under the Medifast, Thrive by Medifast, Optimal Health by Take Shape For Life and Essential 1 brands.

MEDIFAST, INC. (NYSE:MED) Recent Trading Information

MEDIFAST, INC. (NYSE:MED) closed its last trading session down -0.47 at 42.39 with 74,142 shares trading hands.

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