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.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 9, 2017 Medifast, Inc. (the Company) determined to reduce
the proposed increase in the number of shares subject to issuance
under the Amended and Restated 2012 Share Incentive Plan (the
Plan) from 1,000,000 to 600,000, which will result in a total of
1,600,000 shares of common stock being reserved for issuance
under the Plan and 696,023 available for issuance under the Plan.
The proposed share increase will reduce the potential dilutive
impact of the Plan on other stockholders as compared to the
originally proposed 1,000,000 share increase. The Plan was also
amended to expressly prohibit the payment of dividends or
dividend equivalents on unvested awards. The Plan, as so amended,
remains subject to stockholder approval at the Annual Meeting of
Stockholders described below.
The foregoing summary is qualified in its entirety by reference
to the Plan, as amended and restated, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 8.01. | Other Events |
On April 7, 2017, the Company filed a definitive proxy statement
(the Proxy Statement) relating to the Companys 2017 Annual
Meeting of Stockholders. The Company has set May 18, 2017 as the
date for the Annual Meeting of Stockholders. The meeting will be
held at the Four Seasons Hotel Baltimore, 200 International
Drive, Baltimore, Maryland 21202 at 4:30 p.m. EDT. As previously
disclosed, the record date for determining Company stockholders
entitled to vote at the Annual Meeting of Stockholders has been
fixed as the close of business on March 23, 2017. On May 10,
2017, the Company filed a Supplement to the Proxy Statement on
Schedule 14A (the Supplement) to supplement and amend the Proxy
Statement in order to add information regarding the amendment and
restatement of the Plan. A copy of the Supplement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Amended and Restated 2012 Share Incentive Plan. |
| 99.1 | Supplement to Proxy Statement dated May 10, 2017 |
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 00.00 at 46.80 with 76,383 shares trading hands.