Current Report Filing (8-k)
December 12 2017 - 3:47PM
Edgar (US Regulatory)
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):
December 6, 2017
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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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 5.02
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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 December 31, 2017, Michael C. MacDonald will transition
from Executive Chairman to non-executive Chairman of the Board of Directors of Medifast, Inc. (the “Company”).
Mr. MacDonald has served as Executive Chairman since November 2011, and served as the Chief Executive Officer of the Company from
February 2012 until October 2016.
To effect an orderly transition plan, Mr. MacDonald and the
Company entered into a letter agreement containing the terms and conditions of his transition from Executive Chairman to non-executive
Chairman of the Board of Directors (the “Letter Agreement”). In addition to his duties as Chairman, under
the terms of the Letter Agreement, Mr. MacDonald has agreed to provide assistance in furtherance of the Company’s business
operations, including, but not limited to, attending major Company events and certain other events as may be requested by
the Chief Executive Officer of the Company. The Letter Agreement also provides that, commencing January 1, 2018, Mr. MacDonald will
be entitled to receive an annual retainer of approximately $90,000 in his capacity as non-executive Chairman plus the standard
annual retainer paid to all non-employee directors.
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/ Timothy Robinson
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Timothy Robinson
Chief Financial Officer
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Dated: December 12, 2017
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