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
September 14, 2012
(Date of earliest event reported)
000-23016
(Commission File Number)
Medifast, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 13-3714405 |
| (State of Incorporation) | (IRS Employer Identification No.) |
| 11445 Cronhill Drive | |
| Owings Mills, Maryland | 21117 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (410) 581-8042
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:
¨ 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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 14, 2012, Medifast, Inc. held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”) at the Medifast Distribution Center, 601 Sunrise Avenue, Ridgely, MD 21660. At the Annual Meeting, the stockholders elected one Board of Director nominee to serve as Director until the 2014 Annual Meeting of Stockholders and four Board of Director nominees to serve as Directors until the 2015 Annual Meeting of Stockholders. The stockholders ratified the appointment of McGladrey & Pullen LLP as independent auditors for the year ending December 31, 2012. The stockholders also approved the Company’s 2012 Share Incentive Plan.
As of the record date, there were 15,525,955 shares of the Company’s common stock outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 13,745,286 or approximately 88.53% of the outstanding common shares entitled to vote were represented in person or by proxy. Those shares were voted as follows:
| 1. | Election of one Class II director for a two-year term ending in 2014, and four Class III directors for a three-year term ending in 2015. All nominees were elected. |
| Class II Director: Margaret E. Sheetz | |
| Class III Director: Barry B. Bondroff, George J. Lavin, Catherine T. Maguire, and Jeannette M. Mills |
| Director | Votes For | Votes Against | Abstentions | Broker Non- Votes | ||||
| Margaret E. Sheetz | 9,881,159 | 23,171 | 239,181 | 3,601,775 | ||||
| Barry B. Bondroff | 10,001,308 | 90,729 | 51,474 | 3,601,775 | ||||
| George J. Lavin | 9,999,643 | 92,486 | 51,382 | 3,601,775 | ||||
| Catherine T. Maguire | 10,061,783 | 24,581 | 57,147 | 3,601,775 | ||||
| Jeannette M. Mills | 9,999,750 | 26,541 | 117,220 | 3,601,775 |
| 2. | To approve the appointment of McGladrey & Pullen LLP, as the Company's independent registered public accountants for the fiscal year ending December 31, 2012. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 12,656,403 | 1,076,981 | 11,902 |
| 3. | To approve the 2012 Share Incentive Plan. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,474,701 | 2,657,893 | 10,917 | 3,601,775 |
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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.
| MEDIFAST, INC | ||
| Dated: September 19, 2012 | ||
| By: | /s/ Brendan N. Connors | |
| Brendan N. Connors Chief Financial Officer | ||
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