Medifast (MED) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 18, 2025, to elect seven directors, ratify the auditor, approve executive compensation, and amend the 2012 Share Incentive Plan.

• 2024 was a pivotal year, with transformation initiatives focused on adapting to GLP-1 medications and broadening customer acquisition.

• Initiatives included digital upgrades, new product launches, and collaboration with LifeMD for GLP-1 access.

• Governance practices emphasize board independence, diversity, and strong ethical standards.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying RSM US LLP as auditor, advisory approval of executive compensation, and approval of an amended 2012 Share Incentive Plan with 550,000 additional shares.

• Board recommends voting FOR all proposals.

• No dissenters' rights are available for any proposal.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; diverse in background, experience, and tenure.

• Lead Independent Director facilitates independent oversight.

• Four standing committees: Audit, Compensation, Nominating/Corporate Governance, and Executive.

• Annual board and committee self-assessments; mandatory retirement age of 75.

• Directors are expected to attend all meetings and the annual meeting.