Medifast : 2025 Annual Meeting (Proxy Statement)

Published: 2025-06-18 00:12:05 ET MED

Published on 06/18/2025 at 00:12

April 29, 2025

DEAR FELLOW STOCKHOLDERS OF MEDIFAST, INC.

Notice is hereby given that the 2025 annual meeting of stockholders (the "Annual Meeting") of Medifast, Inc. (the "Company" or "Medifast") will be held in person on Wednesday, June 18, 2025, at 4:30 p.m. Eastern Time at The Four Seasons Baltimore, 200 International Drive, Baltimore, Maryland, 21202, for the following purposes, as more fully described in the accompanying Proxy Statement:

Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026;

Ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025;

Approve, on an advisory basis, the compensation of the Company's named executive officers;

Approve the Amended and Restated 2012 Share Incentive Plan; and

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Doors to the Annual Meeting will open at 4:00 p.m. Eastern Time. Stockholders of record at the close of business on April 21, 2025 are entitled to notice of, and to vote at, the Annual Meeting. If you plan to attend the Annual Meeting, please note that for security reasons, before being admitted you must present your proof of stock ownership (or if you hold your shares in street name, a signed legal proxy from your bank, broker or other nominee giving you the right to vote your shares) and valid photo identification at the door. All hand-carried items will be subject to inspection, and any bags, briefcases, or packages must be checked at the registration desk prior to entering the meeting room. If you do not have proof of ownership and valid photo identification, you will not be admitted to the Annual Meeting. Please also note that the use of cellphones, recording and photographic equipment and/or computers is strictly prohibited at the Annual Meeting. No recording of the Annual Meeting is permitted, including audio and video recording.

Jason L. Groves, Esq.

Chief Legal Officer & Corporate Secretary

TABLE OF CONTENTS

PROXY SUMMARY i

Page

PROXY STATEMENT 1

2025 Annual Meeting

General Information About the Annual Meeting and Voting

PROPOSAL 1: ELECTION OF DIRECTORS

INFORMATION CONCERNING OUR BOARD OF DIRECTORS

Director Independence

Board Leadership Structure

Lead Independent Director

Director Orientation and Continuing Education

THE COMMITTEES OF THE BOARD

Audit Committee

Compensation Committee

Nominating/Corporate Governance Committee

Executive Committee

Board and Committee Self-Assessments

BOARD'S ROLE IN RISK MANAGEMENT AND ESG OVERSIGHT

CODE OF CONDUCT AND BUSINESS ETHICS AND CORPORATE GOVERNANCE GUIDELINES

TRANSACTIONS WITH RELATED PERSONS

DIRECTOR MEETINGS AND ATTENDANCE

STOCKHOLDER OUTREACH

EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis ("CD&A")

Compensation Committee Interlocks and Insider Participation

Compensation Committee Report

ANALYSIS OF RISK INHERENT IN OUR COMPENSATION POLICIES AND PRACTICES

EXECUTIVE AND DIRECTOR COMPENSATION TABLES

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025

REPORT OF THE AUDIT COMMITTEE

INFORMATION REGARDING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES, SERVICES, AND INDEPENDENCE

PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

PROPOSAL 4: APPROVAL OF AMENDED AND RESTATED 2012 SHARE INCENTIVE PLAN

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS - DECEMBER 31, 2024

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS

SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS

DELINQUENT SECTION 16(A) REPORTS

ADDITIONAL INFORMATION

Stockholder Proposals and Nominations for Director

CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS

Charitable Contributions

Communications with the Board or Its Committees

2024 Annual Report

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 should read the entire Proxy Statement carefully before voting.

Annual Meeting Information

Date and Time Location

Wednesday, June 18, 2025 4:30 p.m., Eastern Time

The Four Seasons Baltimore 200 International Drive Baltimore, Maryland 21202

Record Date Who can Vote

April 21, 2025 Holders of our common stock are entitled to vote on all matters

1 Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026

FOR each director

nominee

2 Ratify the appointment of RSM US LLP as the independent

registered public accounting firm of the Company for the fiscal

FOR

year ending December 31, 2025

3 Approve, on an advisory basis, the compensation of the Company's named executive officers

FOR

4 Approve the Amended and Restated 2012 Share Incentive Plan

FOR

Matters to be Voted on at the Annual Meeting and Board Recommendations Item Proposals

Board Vote

Recommendation Page #

Our Board of Directors and Director Nominees

The following table provides information about our current Board of Directors and nominees.

Jeffrey J. Brown

2015

Audit (Chair); Executive;*;+

Daniel R. Chard

2016

Executive (Chair); ✧

Elizabeth A. Geary

2023

NCG

Michael A. Hoer

2018

Audit; +; CC

Scott Schlackman

2015

CC (Chair); Audit

Andrea B. Thomas

2019

NCG (Chair); CC

Ming Xian

2018

NCG

Independent Director

Audit

Audit Committee

Compensation Committee

Executive

Executive Committee

✧

Chairman of the Board

NCG

Nominating/Corporate Governance Committee

Audit Committee Financial Expert

Lead Independent Director

2024 Business Highlights and Performance Overview

This past year was a pivotal year for Medifast, as we continued to transform our business to meet the changing nature of a health and wellness market that has been revolutionized by the rising acceptance of GLP-1 medications. The increasingly competitive landscape along with a challenging and uncertain macroeconomic environment has resulted in pressures on customer acquisition. We remain focused on financial and operational agility, and are implementing initiatives to aid in increasing revenue and profit growth in the years ahead. At the core of these initiatives is our desire to grow the business by broadening our customer base. Our coaches play a significant role in this growth. We are engaging our coach network in powerful discussions, providing them with new insights and content, and rewarding coaches who lead the way in attracting new customers. We are supporting our coach network's efforts by upgrading customers' digital experience, supplementing coach marketing with company led marketing campaigns, providing access to GLP-1 medications through our collaboration with LifeMD, Inc. (Nasdaq: LFMD) and GLP-1 specific plans for customers who prefer a medically supported weight loss option, and continuing to launch new products. These initiatives have been funded internally by the Company's existing cash position and savings from the Company's expense reduction efforts, Fuel for the Future.

Throughout 2024, we worked to adapt to the new realities of the market and ensure that Medifast can flourish as a health and wellness company in a GLP-1 world. That means offering solutions to meet the diverse needs of consumers, whether they are currently on GLP-1 medications, transitioning off of them, or pursuing weight loss only through our proven habit-based approach.

GLP-1 medications that meet the FDA weight loss mandate are prescribed along with the recommendation to make lifestyle modifications, such as through a structured program like those offered by OPTAVIA, that encourages a reduced-calorie diet and increased physical activity. While medically supported weight loss can be effective, long-term success is much more likely when combined with nutrition and lifestyle changes. Additionally, loss of lean muscle mass and maintaining proper nutrition while on a reduced-calorie diet are two main areas of concern for patients on medically supported weight loss, with evidence suggesting that the loss of lean muscle mass can range from 20% to 50% of total weight loss. Furthermore, scientific research published by Medifast recently revealed that GLP-1 medications can cause muscle loss equivalent to a decade's worth of naturally occurring loss within just 12-18 months. At the same time, while there can be no doubt that GLP-1 medications are effective for initiating weight loss, studies show that up to 74% of patients transition off the medication in the first 12 months of use and studies also show that two-thirds of weight lost on GLP-1 medications is typically regained within 12 months of stopping treatment, with cardio metabolic benefits often reversing.

To help address this need, Medifast began tailoring its offerings to customers both on GLP-1 medications and those who have transitioned off of them. We have reformulated our GLP-1 Nutrition Support Kit, designed specifically for those utilizing medically supported weight loss and, as part of a reduced-calorie diet, provide adequate consumption of proteins and amino acids to help aid in the retention of lean muscle mass. Additionally, in December 2024, we launched a new product line, OPTAVIA ASCEND™, specifically designed for people using GLP-1 medications and supports those looking for help keeping weight off, regardless of how the weight was lost. OPTAVIA ASCEND features high-protein, fiber-rich mini meals and a daily nutrients pack that serve as the foundation for two of our science backed nutrition plans, including the GLP-1 Nutrition Support Plan and the Optimization Plan. At the end of 2024, approximately 44% of our coaches were supporting at least one customer on GLP-1 medications, which validates our focus on the needs of the GLP-1 customer.

2025 will likely be another critical year in Medifast's history, as we adjust to the changes in the weight loss industry and aggressively execute on bold initiatives to transform and grow our business. We believe by significantly broadening our customer acquisition activities, through launching our new Company-led marketing activities, upgrading customers' digital experience, collaborating with LifeMD, and partnering with our thousands of coaches to strengthen their offer and extend their outreach, we will position Medifast for future success.

Our Governance Snapshot

Good governance is a critical part of our corporate culture. The following provides an overview of certain of our governance practices:

Disclaimer

Medifast Inc. published this content on June 18, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 18, 2025 at 04:11 UTC.