Medifast (MED) Proxy Filing summary

Voting matters and shareholder proposals

• Seven nominees are up for election to the Board of Directors for one-year terms expiring in 2026, with board recommendations provided for each nominee.

• Ratification of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025 is proposed.

• Advisory approval of named executive officer compensation is on the agenda.

• Approval of the Amended and Restated 2012 Stock Incentive Plan is proposed.

• Other business matters may be transacted as appropriate during the meeting.

Board of directors and corporate governance

• Seven board nominees are listed for election, each recommended by the board for a one-year term.

Executive compensation and say-on-pay

• Advisory vote on the compensation of named executive officers is included as a key agenda item.

• Approval of an updated stock incentive plan is proposed for shareholder consideration.