Current Report Filing (8-k)
June 03 2021 - 4:32PM
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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 2, 2021
MEDIFAST, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other
jurisdiction of incorporation)
|
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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Preferred Stock Purchase Rights
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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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true
Item 5.07.
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Submission
of Matters to a Vote of Security Holders.
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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
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For
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Against
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Abstained
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Broker Non-Votes
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Jeffrey J. Brown
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8,517,021.68
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396,525.00
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2,649.00
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1,251,038.00
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Kevin G. Byrnes
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8,534,416.68
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379,046.00
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2,733.00
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1,251,038.00
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Daniel R. Chard
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8,287,514.67
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626,030.00
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2,651.01
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1,251,038.00
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Constance C. Hallquist
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8,394,813.67
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519,006.00
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2,376.01
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|
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1,251,038.00
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Michael A. Hoer
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|
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8,532,794.68
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|
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380,661.00
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|
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2,740.00
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|
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1,251,038.00
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Scott Schlackman
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8,507,044.68
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406,494.00
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2,657.00
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|
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1,251,038.00
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Andrea B. Thomas
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8,481,550.67
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|
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432,092.00
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|
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2,553.01
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|
|
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1,251,038.00
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|
Ming Xian
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|
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8,409,917.68
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|
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503,160.00
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|
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3,118.00
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|
|
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1,251,038.00
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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:
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10,109,257.06
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Against:
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52,363.62
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Abstained:
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5,613.00
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(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:
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8,651,595.06
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Against:
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244,599.62
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Abstained:
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20,001.00
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Broker Non-Votes:
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1,251,038.00
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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.
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Financial Statements and Exhibits.
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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
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Chief Financial Officer
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Dated: June 3, 2021
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