Current Report Filing (8-k)
June 18 2018 - 04:34PM
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):
June 13, 2018
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
(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)
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 5.07.
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Submission of Matters to a Vote of Security Holders.
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On June 13, 2018, Medifast, Inc. (the “Company”)
held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) at The Baltimore Marriott Waterfront Hotel, Baltimore,
Maryland. 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 election to the Board are set forth below:
Director Name
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For
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Withhold/Against
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Broker Non-Votes
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Jeffrey J. Brown
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9,307,203
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93,861
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1,646,743
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Kevin G. Byrnes
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9,312,012
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89,052
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1,646,743
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Daniel R. Chard
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9,367,493
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33,571
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1,646,743
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Constance C. Hallquist
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5,707,889
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3,693,175
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1,646,743
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Michael A. Hoer
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9,345,269
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55,795
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1,646,743
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Michael C. MacDonald
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9,278,853
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122,211
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1,646,743
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Carl E. Sassano
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5,463,177
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3,937,887
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1,646,743
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Scott Schlackman
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5,507,721
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3,893,343
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1,646,743
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Ming Xian
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9,372,862
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28,202
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1,646,743
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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) voted on a proposal to ratify the appointment
of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for the Company’s fiscal year ending December
31, 2018. The proposal was approved by a vote of stockholders as follows:
For:
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10,678,712
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Against:
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346,037
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Abstained:
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23,058
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(iii) 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 not approved by the stockholders. The voting results were as follows:
For:
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3,852,651
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Against:
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5,506,626
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Abstained:
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41,787
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Broker Non-Votes:
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1,646,743
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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/ Timothy Robinson
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Timothy Robinson
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Chief Financial Officer
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Dated: June 18, 2018
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