Washington, DC 20549




Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 15, 2016



(Exact name of registrant as specified in its Charter)


Delaware   001-31573   13-3714405
(State or other jurisdiction   (Commission file number)   (IRS Employer
of incorporation)       Identification No.)

3600 Crondall Lane, Owings Mills, Maryland

(Address of Principal Executive Offices)



(Zip Code)


Registrant’s telephone number, including area code: (410)-581-8042



(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K 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))





Item 5.07. Submission of Matters to a Vote of Security Holders.


On June 15, 2016, Medifast, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at the Hyatt Regency Hotel, 300 Light Street, Baltimore, Maryland. The results of the matters voted on at the Annual Meeting are provided below.


Proposal 1: The election of nine directors to hold office for a one-year term expiring at the annual meeting in 2017 and until their respective successors are elected and qualified:


Director Name For Withhold/Against Broker Non-Votes Abstained
Michael C. MacDonald 9,537,525 536,095 960,550 0
Jeffrey J. Brown 9,541,813 531,807 960,550 0
Kevin G. Byrnes 9,409,145 664,475 960,550 0
Charles P. Connolly 9,382,937 690,683 960,550 0
Constance J. Hallquist 10,015,301 58,319 960,550 0
Jorgene K. Hartwig 10,023,401 50,219 960,550 0
Carl E. Sassano 7,197,905 2,875,715 960,550 0
Scott Schlackman 7,206,456 2,867,164 960,550 0
Glenn W. Welling 6,905,125 3,168,495 960,550 0


Proposal 2: The ratification of RSM US LLP as The Company’s Independent Registered Public Accounting Firm for the year 2016.


For: 10,742,014
Against: 289,104
Abstained: 3,052
Broker Non-Votes: 0







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.


  By: /s/ Jason L. Groves

Jason L. Groves, Esq.

Executive Vice President,

General Counsel and

Corporate Secretary

Dated: June 20, 2016