MEDIFAST INC. DEF 14A Filing

TL;DR

<b>MEDIFAST INC. files its Definitive Proxy Statement (DEF 14A) for the period ending June 19, 2024.</b>

AI Summary

MEDIFAST INC (MED) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. This filing is a Definitive Proxy Statement (DEF 14A) for MEDIFAST INC. The report covers the period ending June 19, 2024, with a filing date of April 26, 2024. MEDIFAST INC. is classified under SIC code 2090: Miscellaneous Food Preparations & Kindred Products. The company was formerly known as HEALTHRITE INC. before a name change on November 20, 1995. Financial data for fiscal years 2020 through 2023 is referenced within the filing.

Why It Matters

For investors and stakeholders tracking MEDIFAST INC, this filing contains several important signals. This DEF 14A filing is crucial for shareholders to understand executive compensation, voting matters, and other corporate governance details before the annual meeting. The inclusion of historical financial data and executive compensation tables provides transparency and allows for year-over-year comparisons of performance and pay.

Risk Assessment

Risk Level: low — MEDIFAST INC shows low risk based on this filing. The risk is low as this is a standard DEF 14A filing providing information to shareholders, not indicating immediate financial distress or significant operational changes.

Analyst Insight

Shareholders should review the proxy statement carefully to understand executive compensation, board nominations, and any proposed resolutions before the upcoming shareholder meeting.

Key Numbers

• 2024-06-19 — Conformed Period of Report (DEF 14A)
• 2024-04-26 — Filed as of Date (DEF 14A)
• 2090 — SIC Code (Miscellaneous Food Preparations & Kindred Products)
• 1995-11-20 — Date of Name Change (From HEALTHRITE INC.)

Key Players & Entities

• MEDIFAST INC (company) — Filer name
• HEALTHRITE INC (company) — Former company name
• 2024-06-19 (date) — Conformed period of report
• 2024-04-26 (date) — Filed as of date
• 0000910329 (company) — Central Index Key
• 2090 (industry) — Standard Industrial Classification
• DE (jurisdiction) — State of Incorporation
• 1231 (date) — Fiscal year end

FAQ

Industry Context

MEDIFAST INC. operates in the food preparation and kindred products industry, focusing on health and wellness solutions.

Regulatory Implications

This filing is a standard DEF 14A, subject to SEC regulations for proxy solicitations and corporate disclosures.

What Investors Should Do

1. Review the proxy statement for details on director nominations and voting procedures.
2. Analyze executive compensation packages and any proposed amendments to equity incentive plans.
3. Understand any shareholder proposals or management proposals requiring a vote.

Year-Over-Year Comparison

This is a DEF 14A filing, which typically occurs annually to provide information for shareholder meetings. Specific comparative data from a previous filing is not detailed here.

Key Financial Figures

• $30 billion — tember of 2023, the Company entered the $30 billion sports nutrition market, launching its
• $2,400 — team members with an allowance of up to $2,400 per year for OPTA VIA Fuelings and a he
• $2.5 million — itiative, the Company donated more than $2.5 million to local and national nonprofits from 2
• $1 — the environment and our operations. *$1 can help provide 10 meals. No Kid Hungr

Filing Documents

• med-20240426.htm (DEF 14A) — 1947KB
• med-20240426_g1.jpg (GRAPHIC) — 137KB
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• med-20240426_g19.jpg (GRAPHIC) — 290KB
• med-20240426_g2.jpg (GRAPHIC) — 17KB
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• med-20240426_g21.jpg (GRAPHIC) — 102KB
• med-20240426_g22.jpg (GRAPHIC) — 75KB
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• med-20240426_g7.jpg (GRAPHIC) — 23212KB
• med-20240426_g8.jpg (GRAPHIC) — 24356KB
• med-20240426_g9.jpg (GRAPHIC) — 21334KB
• 0001628280-24-018731.txt (&nbsp;) — 414538KB
• med-20240426.xsd (EX-101.SCH) — 1KB
• med-20240426_htm.xml (XML) — 101KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 19 Compensation Discussion and Analysis ("CD&A") 19 Compensation Committee Interlocks and Insider Participation 29 Compensation Committee Report 29 ANALYSIS OF RISK INHERENT IN OUR COMPENSATION POLICIES AND PRACTICES 30 EXECUTIVE AND DIRECTOR COMPENSATION TABLES 31 PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 42 REPORT OF THE AUDIT COMMITTEE 43 INFORMATION REGARDING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES, SERVICES, AND INDEPENDENCE 44 PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 45 PROPOSAL 4: APPROVAL OF AMENDED AND RESTATED 2012 SHARE INCENTIVE PLAN 4 7 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS - DECEMBER 31, 2023 52

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS 53

SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS

SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS 54 DELINQUENT SECTION 16(A) REPORTS 5 5 ADDITIONAL INFORMATION 56 Stockholder Proposals and Nominations for Director 56 CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS 58 Charitable Contributions 58 Communications with the Board or Its Committees 58 2023 Annual Report 58 APPENDIX A-1 PROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider . You shou l d read the entire Proxy Statement carefully before voting. Annual Meeting I n for m ation Date and Time Location Wednesday, June 19, 2024 4:30 p.m., Eastern Time The Four Seasons Baltimore 200 International Drive Baltimore, Maryland 21202 Record Date Who can Vote April 22, 2024 Holders of our common stock are entitled to vote on all matters Matters to be Vote d on at t h e Annual Meeting and Board R ecom m e nd atio n s Item Proposals Board Vote Recommendation Page # 1 Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025 FOR each director nominee 6 2 Ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 FOR 42 3 Approve, on an advisory basis, the compensation of the Company's named executive officers FOR 45 4 Approve the Amended and Restated 2012 Share Incentive Plan FOR 47 O u r Board of Directors an d Director Nomi n ees The following tab l e provides information about our current Board of Directors and nominees . Name Age at An nu a l Meet i ng Director S i nce Independent C u rrent Committe e Memberships Jeffrey J. Brown 63 2015 Audit (Chair); Executive;*; + Daniel R . Chard 59 2016 Executive (Chair); Elizabeth Geary 43 2023 NCG Michael A. Hoer 68 2018 Audit; +; CC Scott Schlackman 66 2015 CC (Chair); Audit Andrea B . Thomas 5

View Full Filing

View this DEF 14A filing on SEC EDGAR