MEDIFAST, INC. (NYSE:MED) Files An 8-K Submission of Matters to a Vote of Security Holders

MEDIFAST, INC. (NYSE:MED) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

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On June 13, 2018, Medifast, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) at The Baltimore Marriott Waterfront Hotel, Baltimore, Maryland. 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 election to the Board are set forth below:

Director Name For Withhold/Against Broker Non-Votes
Jeffrey J. Brown 9,307,203 93,861 1,646,743
Kevin G. Byrnes 9,312,012 89,052 1,646,743
Daniel R. Chard 9,367,493 33,571 1,646,743
Constance C. Hallquist 5,707,889 3,693,175 1,646,743
Michael A. Hoer 9,345,269 55,795 1,646,743
Michael C. MacDonald 9,278,853 122,211 1,646,743
Carl E. Sassano 5,463,177 3,937,887 1,646,743
Scott Schlackman 5,507,721 3,893,343 1,646,743
Ming Xian 9,372,862 28,202 1,646,743

Accordingly, each of individuals listed above were 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) voted on a proposal to ratify the appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for the Company’s fiscal year ending December 31, 2018. The proposal was approved by a vote of stockholders as follows:

For: 10,678,712
Against: 346,037
Abstained: 23,058

(iii) 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 not approved by the stockholders. The voting results were as follows:

For: 3,852,651
Against: 5,506,626
Abstained: 41,787
Broker Non-Votes: 1,646,743


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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