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
Date of Report (Date of earliest event reported) September 17, 2013
MEDIFAST, INC.
(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 or organization) | Ident. No.) |
| 11445 Cronhill Drive, Owing 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. |
The annual meeting of shareholders of Medifast, Inc. was held on September 17, 2013. The following matters were voted upon at the Annual Meeting, with the results indicated:
| 1. | Election of Directors |
| Director | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Charles P. Connolly | 9,122,128 | 116,477 | 30,273 | 4,158,912 |
| Jason L. Groves, Esq. | 8,982,733 | 44,897 | 241,248 | 4,158,912 |
| John P. McDaniel | 9,121,524 | 117,026 | 30,328 | 4,158,912 |
| Donald F. Reilly | 9,179,839 | 41,391 | 47,648 | 4,158,912 |
| Carl E. Sassano | 9,191,810 | 44,140 | 32,928 | 4,158,912 |
| Michael C. MacDonald | 9,174,690 | 43,710 | 50,478 | 4,158,912 |
| Margaret E. Sheetz | 8,983,510 | 43,101 | 242,267 | 4,158,912 |
| Harvey C. Barnum | 8,928,199 | 43,335 | 297,344 | 4,158,912 |
| Jerry D. Reece | 8,930,838 | 40,696 | 297,344 | 4,158,912 |
| 2. | Proposal to ratify the appointment of McGladrey, LLP, an independent registered public accounting firm, to audit the financial statements of the Company and to audit the Company's internal control over financial reporting for the year ending December 31, 2013. |
| Votes For | Votes Against | Abstentions |
| 13,251,340 | 172,354 | 4,096 |
SIGNATURES
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 18, 2013 | ||
| /s/ Timothy G. Robinson | ||
| Timothy G. Robinson | ||
| Chief Financial Officer |