8-K current report · filed May 26, 2026

MEDIFAST INC (MED) 8-K Current Report: May 26, 2026

Item 5.02Item 5.07Item 7.01MED overviewOriginal on SEC EDGAR

Short answer

MEDIFAST INC (MED) filed an 8-K current report with the SEC on May 26, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders), Item 7.01 (Regulation FD Disclosure). 2026 annual meeting held May 19, 2026.

MEDIFAST INC 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • 2026 annual meeting held May 19, 2026
  • Stockholders approved the amended and restated 2012 Share Incentive Plan
  • Approval supports continued equity-based compensation for directors and employees

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

  • All seven director nominees elected, with Scott Schlackman receiving strongest opposition: 795,603 against
  • RSM US LLP appointment ratified for fiscal 2026, with 6,411,175 votes for
  • Executive compensation approved advisory, though 637,173 votes opposed
  • Amended 2012 Plan approved, with notable opposition of 1,442,997 votes against

Item 7.01 · Regulation FD Disclosure

  • CEO succession: Mr. Johnson appointed Chief Executive Officer, replacing Daniel R. Chard
  • Daniel R. Chard transitioning to non-executive Chairman
  • Leadership change disclosed May 26, 2026, with press-release details in Exhibit 99.2
  • CEO transition creates execution and strategy continuity considerations for investors

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