UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 2, 2021, Medifast, Inc. (the “Company”) held its 2021 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 and broker non-votes for the directors nominated for re-election to the Board are set forth below:
Director Name | For | Against | Abstained | Broker Non-Votes | ||||||||||||
Jeffrey J. Brown | 8,517,021.68 | 396,525.00 | 2,649.00 | 1,251,038.00 | ||||||||||||
Kevin G. Byrnes | 8,534,416.68 | 379,046.00 | 2,733.00 | 1,251,038.00 | ||||||||||||
Daniel R. Chard | 8,287,514.67 | 626,030.00 | 2,651.01 | 1,251,038.00 | ||||||||||||
Constance C. Hallquist | 8,394,813.67 | 519,006.00 | 2,376.01 | 1,251,038.00 | ||||||||||||
Michael A. Hoer | 8,532,794.68 | 380,661.00 | 2,740.00 | 1,251,038.00 | ||||||||||||
Scott Schlackman | 8,507,044.68 | 406,494.00 | 2,657.00 | 1,251,038.00 | ||||||||||||
Andrea B. Thomas | 8,481,550.67 | 432,092.00 | 2,553.01 | 1,251,038.00 | ||||||||||||
Ming Xian | 8,409,917.68 | 503,160.00 | 3,118.00 | 1,251,038.00 |
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, 2021. The proposal was approved by a vote of stockholders as follows:
For: | 10,109,257.06 |
Against: | 52,363.62 |
Abstained: | 5,613.00 |
(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: | 8,651,595.06 |
Against: | 244,599.62 |
Abstained: | 20,001.00 |
Broker Non-Votes: | 1,251,038.00 |
Item 8.01. | Other Events. |
On June 3, 2021, 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 3, 2021 titled “Medifast, Inc. Announces Quarterly Dividend” | |
104.1 | Cover Page Interactive Data File (embedded within the Inline XBRLDocument) |
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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/ James P. Maloney | |
James P. Maloney | ||
Chief Financial Officer | ||
Dated: June 3, 2021 | ||
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