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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, 2020

 

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
Preferred Stock Purchase Rights   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. ¨

 

 

 

 

 

 

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

 

On June 15, 2020, Medifast, Inc. (the “Company”) held its 2020 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, abstained and broker non-votes for the directors nominated for election to the Company’s Board of Directors are set forth below:

 

Director Name For Against Abstained Broker Non-Votes
Jeffrey J. Brown 8,974,966 217,392 11,464 1,236,243
Kevin G. Byrnes 8,973,435 218,926 11,461 1,236,243
Daniel R. Chard 8,975,248 216,928 11,646 1,236,243
Constance C. Hallquist 8,644,770 538,661 20,391 1,236,243
Michael A. Hoer 8,972,215 220,073 11,534 1,236,243
Michael C. MacDonald 8,944,768 248,712 10,342 1,236,243
Carl E. Sassano 8,939,663 251,661 12,498 1,236,243
Scott Schlackman 8,922,168 270,221 11,433 1,236,243
Andrea B. Thomas 8,983,544 207,971 12,307 1,236,243
Ming Xian 8,921,559 270,764 11,499 1,236,243

 

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) 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, 2020. The proposal was approved by a vote of stockholders as follows:

 

For: 10,296,738
Against: 69,942
Abstained: 73,385

 

(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: 7,862,551
Against: 1,277,283
Abstained: 63,988
Broker Non-Votes: 1,236,243

 

Item 8.01. Other Events.

 

On June 16, 2020, 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, 2020 titled “Medifast, Inc. Announces Quarterly Dividend”
  104.1 Cover Page Interactive Data File (embedded within the Inline XBRLDocument)

 

 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: /s/ Joseph P. Kelleman
   

Joseph P. Kelleman

Chief Financial Officer (Interim)

   
Dated: June 16, 2020  
   

 

 

 3 

 

Exhibit 99.1

 

 

 

Medifast, Inc. Announces Quarterly Dividend

 

BALTIMORE, June 16, 2020/PRNewswire/ -- Medifast, Inc. (NYSE: MED), the company behind one of the fastest-growing health and wellness communities, OPTAVIA®, announced today that its Board of Directors has declared a $1.13 quarterly cash dividend to its stockholders. The quarterly cash dividend of $1.13 per share is payable on August 6, 2020 to stockholders of record as of the close of business on June 30, 2020.

 

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 company behind one of the fastest-growing health and wellness communities, OPTAVIA®, which offers Lifelong Transformation, One Healthy Habit at a Time®. Based on nearly 40 years of experience, Medifast has redefined direct selling by combining the best aspects of the model. Its community of thousands of independent OPTAVIA Coaches teach Clients to develop holistic healthy habits through products and clinically proven plans, the Habits of Health® Transformational System and comprehensive support from a community of like-minded people. In 2019, Medifast expanded the OPTAVIA movement globally, beginning with the Asia-Pacific region. Medifast is traded on the New York Stock Exchange and was named to Fortune's 100 Fastest-Growing Companies list in 2019 and Forbes' 100 Most Trustworthy Companies in America list in 2016 and 2017. For more information, visit www.MedifastInc.com or www.OPTAVIA.com.

 

Forward Looking Statements

This release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements are based on present circumstances and on Medifast's predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements, including the expected future payment of dividends and any statement of the plans and objectives of management for future operations and forecasts of future growth and value, are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. Such forward-looking statements are made only as of the date of this release and Medifast assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements.

 

MED-F

Investor Contact: 

ICR, Inc. 

Scott Van Winkle 

(617) 956-6736

 

 

 

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