Current Report Filing (8-k)
September 13 2021 - 04:32PM
Edgar (US Regulatory)
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2021-09-13
2021-09-13
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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): September 13, 2021
MEDIFAST, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other
jurisdiction of incorporation)
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001-31573
(Commission
File Number)
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13-3714405
(I.R.S. Employer
Identification No.)
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100 International Drive, Baltimore, Maryland 21202
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number,
including area code: (410) 581-8042
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N/A
(Former Name or Former Address, if Changed
Since Last Report)
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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MED
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New York Stock Exchange
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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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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¨
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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.
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Effective as of September 13, 2021, the Board
of Directors of Medifast, Inc. (the “Company”) appointed Jonathan B. MacKenzie to serve as Chief Accounting Officer of the
Company. Mr. MacKenzie succeeds James P. Maloney, who will cease to serve as the Company’s Interim Chief Accounting Officer upon
the effectiveness of Mr. MacKenzie’s employment. Mr. Maloney will continue to serve as the Company’s Chief Financial Officer.
Prior to joining the Company, Mr. MacKenzie, age
50, was a Managing Director with PricewaterhouseCoopers LLP in the Risk Assurance practice. From 2006 to 2014, he was a Managing Director
with Navigant Consulting, Inc. focused on forensic investigation and accounting advisory services. From 1993 to 2006, he served in various
audit-related roles at Ernst & Young LLP and Arthur Andersen LLP. Mr. MacKenzie is a graduate of Bucknell University and is a licensed
CPA in both Maryland and Pennsylvania. He is also a member of the American Institute of Certified Public Accountants and the Maryland
Association of Certified Public Accountants.
Mr. MacKenzie’s appointment as the Company’s
Chief Accounting Officer was not pursuant to any arrangement or understanding with any other person. There are no family relationships
between Mr. MacKenzie and any executive officer or director of the Company, and he is not a party to any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Offer Letter with Mr. MacKenzie
The Company entered into an offer letter with
Mr. MacKenzie in connection with his appointment as Chief Accounting Officer of the Company (the “Offer Letter”). Pursuant
to the Offer Letter, Mr. MacKenzie will: (i) receive an annual base salary of $280,000; (ii) participate in the Company’s annual
incentive bonus plan with an annual target bonus equal to 40% of base salary, prorated for 2021 based on the number of days Mr. MacKenzie
is employed; (iii) receive a cash sign-on bonus in the amount of $20,000; (iv) receive a sign-on equity award (the “Sign-On Award”)
with an aggregate grant date fair market value of $25,000, consisting of time-based deferred shares, which will vest ratably over three
years in equal annual installments. The Sign-On Award will be granted pursuant to the Medifast, Inc. Amended and Restated 2012 Share Incentive
Plan. Additionally, Mr. MacKenzie will be eligible to participate in the Company’s employee benefit plans and programs generally
available to all employees.
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Item 9.01.
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Financial Statements and Exhibits.
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104.1
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Cover
Page Interactive Data File (embedded within the Inline XBRL Document)
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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.
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MEDIFAST, INC.
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By:
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/s/ James P. Maloney
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James P. Maloney
Chief Financial Officer
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Dated: September 13, 2021
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