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 2, 2011
(Date of earliest event reported)
000-23016
(Commission File Number)
Medifast, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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13-3714405
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(State of Incorporation)
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(IRS Employer Identification No.)
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11445 Cronhill Drive
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Owings Mills, Maryland
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21117
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(Address of principal executive offices)
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(Zip Code)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Medifast, Inc. Annual Meeting of Shareholders duly noted, with a requisite voting quorum was held on September 2, 2011 at the Sunset Island Clubhouse, located at 1 Beach Side Drive, Ocean City, MD 21842. The following matters were voted upon at the Annual Meeting, with the results indicated:
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1a.
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Election of Class II Directors
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Director
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Votes For
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Votes
Against
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Abstentions
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Broker Non-
Votes
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Harvey C. Barnum*
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9,193,628 | 137,715 | 4,705 | 3,156,807 | ||||||||
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Michael C. MacDonald
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9,186,313 | 144,830 | 4,884 | 3,156,807 | ||||||||
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Jerry D. Reece*
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9,113,925 | 217,418 | 4,684 | 3,156,807 |
* Independent Director; independence in accordance and as determined by the rules of the New York Stock Exchange. After the election, the Company has ten independent directors and four non-independent directors.
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1b.
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Election of Management Directors
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Director
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Votes For
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Votes
Against
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Abstentions
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Broker Non-
Votes
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Michael S. McDevitt
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9,191,334 | 140,239 | 4,475 | 3,156,807 | ||||||||
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Margaret E. Sheetz
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9,174,612 | 156,531 | 4,905 | 3,156,807 |
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2.
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Proposal to ratify the appointment of McGladrey & Pullen, LLC, as the Company’s independent auditors for the year ending December 31, 2011.
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Votes For
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Votes Against
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Abstentions
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12,368,971
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95,039 | 28,845 |
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3.
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Proposal to approve the non-binding advisory vote on the Company’s Executive Compensation.
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Votes For
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Votes Against
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Abstentions
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Broker Non-
Votes
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9,052,558
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229,258 | 54,232 | 3,156,807 |
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4.
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Proposal to approve the non-binding advisory vote frequency of advisory votes on the Company’s Executive Compensation.
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Three Years
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Two Years
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One Year
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Abstentions
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4,855,557
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30,459 | 4,396,668 | 53,364 |
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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.
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MEDIFAST, INC.
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Dated: September 7, 2011
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/s/ Brendan N. Connors
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Brendan N. Connors
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Chief Financial Officer
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