8-K
filed May 26, 2026, 4:26 PM ET
ticker MED
CIK 0000910329
leadership
confidence high
sentiment neutral
materiality 0.65
Medifast appoints Nicholas Johnson as CEO; Dan Chard becomes non-executive Chairman
MEDIFAST INC
- Nicholas Johnson, 46, becomes CEO effective June 1, 2026; Dan Chard transitions to non-executive Chairman.
- Johnson's compensation: $600K base salary, target bonus 100% of base, LTI target 250% of base (69% increase vs. prior role).
- Stockholders approved Amended 2012 Share Incentive Plan, increasing authorized shares by 250,000.
- All seven director nominees elected; say-on-pay and auditor ratification passed.
- Johnson joined Medifast in 2018, most recently as President; prior senior roles at Nu Skin Enterprises.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nicholas Johnson was appointed as Chief Executive Officer at MEDIFAST INC.
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
On May 20, 2026, the Board appointed Nicholas Johnson, age 46, to serve as Chief Executive Officer of the Company, effective June 1, 2026.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MEDIFAST INC shareholders approved Approval of Amended and Restated 2012 Share Incentive Plan at the 2026-05-19 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-05-19
Exact text from the filing
The stockholders voted on a proposal to approve the Amended 2012 Plan. The proposal was approved by a vote of the stockholders as follows: For: 3,195,078 Against: 1,442,997 Abstained: 11,018 Broker Non-Votes: 1,840,102
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MEDIFAST INC shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2026-05-19 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-19
Exact text from the filing
The stockholders voted on a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the proxy statement for the Annual Meeting. The proposal was approved by a vote of the stockholders as follows: For: 3,996,046 Against: 637,173 Abstained: 15,874 Broker Non-Votes: 1,840,102
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MEDIFAST INC shareholders approved Ratification of Appointment of RSM US LLP as Independent Registered Public Accounting Firm for Fiscal Year 2026 at the 2026-05-19 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-19
Exact text from the filing
The stockholders voted on a proposal to ratify the appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026. The proposal was approved by a vote of stockholders as follows: For: 6,411,175 Against: 53,444 Abstained: 24,576
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
MEDIFAST INC shareholders approved Election of Directors at the 2026-05-19 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-19
Exact text from the filing
The number of shares voted and broker non-votes for the directors nominated for election to the Board are set forth below. Director Name For Against Abstained Broker Non-Votes Daniel R. Chard 4,377,045 261,811 10,237 1,840,102 Elizabeth A. Geary 4,313,878 323,551 11,664 1,840,102 Parsa Kiai 4,378,697 259,279 11,117 1,840,102 Jeffrey Rose 4,398,976 238,929 11,188 1,840,102 Scott Schlackman 3,842,303 795,603 11,187 1,840,102 Andrea B. Thomas 4,260,999 378,012 10,082 1,840,102 Ming Xian 4,275,817 356,337 16,939 1,840,102
View on SEC.gov
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