Medifast (MED) Proxy filing summary

Voting matters and shareholder proposals

• Proposal 4 seeks approval to amend the 2012 Share Incentive Plan, increasing available shares by 250,000 for issuance.

• The Board recommends a vote in favor of the amended plan at the annual meeting on May 19, 2026.

• Stockholders may change their vote prior to the meeting by submitting a new proxy.

Board of directors and corporate governance

• The Board approved the Plan Amendment on May 12, 2026, following feedback from Institutional Shareholder Services.

Executive compensation and say-on-pay

• A new post-exercise holding requirement mandates executives and directors hold shares for 12 months after exercising stock options.

• The holding policy applies to all executives and non-employee directors under existing stock ownership guidelines.

• The change aims to better align executive and director interests with those of stockholders.