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

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On November 17, 2017, Mehrnaz Mona Ameli, a named executive officer of Medifast, Inc. (the “Company”) and President of Optavia, LLC, formerly known as Take Share For Life and a wholly-owned subsidiary of the Company, notified the Company of her decision to step down from her current positions with the Company, effective as of the close of business on December 31, 2017, to pursue personal interests. The Company has commenced a search for a successor.

In connection with Ms. Ameli’s separation from the Company, Jason Pharmaceuticals, Inc., a wholly-owned subsidiary of the Company, and Ms. Ameli entered into a separation agreement (the “Separation Agreement”). The Separation Agreement provides for, among other things: (a) one year’s salary of $352,000, payable in two (2) equal installments on January 2, 2018 and June 1, 2018 and (b) a mutual release by Ms. Ameli and the Company of all claims against each other. Additionally, to the terms of the Separation Agreement Ms. Ameli will provide consulting services to the Company on an as needed basis to ensure an orderly transition through June 30, 2018.

The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In addition, today the Company is reiterating it's financial outlook for the fourth quarter and full year 2017 previously provided on November 7, 2017 when it released third quarter 2017 financial results.

The guidance contained in Item 8.01 of this Current Report on Form 8-K is a forward-looking statement within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and it represents the Company's current expectations and beliefs. The forward-looking statements and related assumptions involve risks and uncertainties that could cause actual results and outcomes to differ materially from the forward-looking statements. Some of these factors include, among others, the Company's ability to attract and retain independent OPTAVIA Coaches and members, stability in the pricing of print, TV and Direct Mail marketing initiatives affecting the cost to acquire customers, increases in competition, litigation, regulatory changes, and its planned growth into new domestic and international markets and new channels of distribution. Although the Company believes that the expectations, statements, and assumptions reflected in this forwardlooking statement is reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements set forth in the documents filed by the Company with the Securities and Exchange Commission. The forward-looking statements set forth the Company's beliefs as of the date of this Current Report on Form 8-K, and the Company assumes no duty to update the forward-looking statements contained in this Current Report on Form 8-K to reflect any change except as required by law.

Item 9.01. Financial Statements and Exhibits.


MEDIFAST INC Exhibit
EX-99.1 2 tv480162_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1   SEPARATION AGREEMENT   This Separation Agreement (the “Agreement”) is made as of this 20th day of November,…
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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.

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