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MEDIFAST INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and MEDIFAST INC.’s Form 8-K, filed 2024-06-21 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 13Reported items
  • 258Asset managers
  • 2,490Fund votes
  • 2024-06-19Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore MEDIFAST INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by MEDIFAST INC.

These tallies are MEDIFAST INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-06-21 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

MEDIFAST INC. — official shareholder meeting results, meeting held 2024-06-19
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Jeffrey J. Brown 6,993,339139,90711,381 --1,581,237 Majority: yes
Elect Director: Daniel R. Chard 6,915,352217,88811,387 --1,581,237 Majority: yes
Elect Director: Elizabeth A. Geary 6,865,112268,39011,125 --1,581,237 Majority: yes
Elect Director: Michael A. Hoer 7,026,186106,81711,624 --1,581,237 Majority: yes
Elect Director: Scott Schlackman 6,980,942152,16411,521 --1,581,237 Majority: yes
Elect Director: Andrea B. Thomas 6,745,966387,51911,142 --1,581,237 Majority: yes
Elect Director: Ming Xian 6,843,606289,66111,360 --1,581,237 Majority: yes
Accordingly, each of the individuals listed above was re-elected to the Company's Board of Directors, each to hold office until the Company's next annual meeting of stockholders and until his or her successor is duly elected and qualified, 8,607,33075,86342,671 ---- Majority: yes
(iii) 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. 6,875,928248,08820,611 --1,581,237 Majority: yes
(iv) The stockholders voted on a proposal to approve the 2012 Plan and Plan Amendment. 6,649,417476,51218,698 --1,581,237 Majority: yes

Source: MEDIFAST INC., Form 8-K, filed with the SEC on 2024-06-21 — read the filing on EDGAR.

How asset managers voted at the MEDIFAST INC. 2023-2024 meeting

Each item below shows how the 258 asset managers that disclosed a MEDIFAST INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of MEDIFAST INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Approve, on an advisory basis, the compensation of the Company's named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 8 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 6,875,928AGAINST: 248,088

MEDIFAST INC.’s own tally for this item (“(iii) 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.”): 6,875,928 for, 248,088 against, per its Form 8-K filed 2024-06-21 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 10,937,000 outstanding shares: 63% for, 2% against (65% of the company cast a for/against vote).

The 258 asset managers below cast 98% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 98%
FOR: 98.3%AGAINST: 1.7%ABSTAIN: 0.0%NOT VOTED: 0.0%UNKNOWN: 0.0%
Largest asset managers voting on “Approve, on an advisory basis, the compensation of the Company's named executive officers.” at MEDIFAST INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock1,447,8200 00For
Vanguard1,282,9800 00For
Invesco813,6190 00For
Charles Schwab408,9460 00For
Pacer Funds Trust368,1640 00For
American Century349,5390 00For
State Street332,5080 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC301,0900 00For
Federated Hermes210,6870 00For
Bridgewater164,1000 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC126,5300 00For
Renaissance110,6840 00For
JACOBS LEVY EQUITY MANAGEMENT, INC105,6640 00For
HOTCHKIS & WILEY FUNDS /DE/100,9000 00For
Principal94,2560 00For
Fidelity80,4920 00For
Summit Street Capital Management, LLC76,5910 00For
Columbia Threadneedle76,2910 00For
Northern Trust76,1356 00For
AllianceBernstein75,6480 00For
DE Shaw71,6410 00For
GEODE CAPITAL MANAGEMENT, LLC65,2950 00For
PRINCIPAL GLOBAL INVESTORS63,8900 00For
MELLON INVESTMENTS Corp62,8350 00For
Dimensional59,9690 00For

Showing the 25 largest of 258 asset managers. See all 258 in the interactive database.

2. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Andrea B. Thomas

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 6,745,966AGAINST: 387,519

MEDIFAST INC.’s own tally for this item (“Elect Director: Andrea B. Thomas”): 6,745,966 for, 387,519 against, per its Form 8-K filed 2024-06-21 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 10,937,000 outstanding shares: 62% for, 4% against (65% of the company cast a for/against vote).

The 78 asset managers below cast 99.6% of the shares they voted on this item FOR (4,597,369 for, 17,033 against).

FOR 99.6%
FOR: 4,597,369 (99.6%)AGAINST: 17,033 (0.4%)ABSTAIN: 1,312 (0.0%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Andrea B. Thomas” at MEDIFAST INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,247,7480 00For
BlackRock1,239,2560 00For
Invesco399,3350 00For
Pacer Funds Trust368,1640 00For
Charles Schwab201,0920 00For
American Century174,2760 00For
Federated Hermes105,2230 00For
HOTCHKIS & WILEY FUNDS /DE/100,9000 00For
Principal94,2560 00For
State Street90,76121 00For
Fidelity79,1040 00For
Columbia Threadneedle76,2910 00For
Dimensional37,3120 00For
AllianceBernstein32,1000 00For
TIAA29,8960 00For
Equitable28,0230 00For
Jackson National26,6640 00For
JPMorgan20,9770 00For
QUANTITATIVE MASTER SERIES LLC20,0170 00For
WisdomTree15,9040 00For
Lincoln Financial15,5780 00For
BNY Mellon15,5060 00For
Prudential/PGIM14,2700 00For
Allspring13,0000 00For
Voya10,8440 00For

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

3. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Daniel R. Chard

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 6,915,352AGAINST: 217,888

MEDIFAST INC.’s own tally for this item (“Elect Director: Daniel R. Chard”): 6,915,352 for, 217,888 against, per its Form 8-K filed 2024-06-21 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 10,937,000 outstanding shares: 63% for, 2% against (65% of the company cast a for/against vote).

The 78 asset managers below cast 99.5% of the shares they voted on this item FOR (4,595,820 for, 18,582 against).

FOR 99.5%
FOR: 4,595,820 (99.6%)AGAINST: 18,582 (0.4%)ABSTAIN: 1,312 (0.0%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Daniel R. Chard” at MEDIFAST INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,247,7480 00For
BlackRock1,239,2560 00For
Invesco399,3350 00For
Pacer Funds Trust368,1640 00For
Charles Schwab201,0920 00For
American Century174,2760 00For
Federated Hermes105,2230 00For
HOTCHKIS & WILEY FUNDS /DE/100,9000 00For
Principal94,2560 00For
State Street90,76616 00For
Fidelity79,1040 00For
Columbia Threadneedle76,2910 00For
Dimensional37,3120 00For
AllianceBernstein32,1000 00For
TIAA29,8960 00For
Equitable28,0230 00For
Jackson National26,6640 00For
JPMorgan20,9770 00For
QUANTITATIVE MASTER SERIES LLC20,0170 00For
WisdomTree15,9040 00For
Lincoln Financial15,5780 00For
BNY Mellon15,5060 00For
Prudential/PGIM14,2700 00For
Allspring13,0000 00For
Voya10,8440 00For

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

4. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Elizabeth A. Geary

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 6,865,112AGAINST: 268,390

MEDIFAST INC.’s own tally for this item (“Elect Director: Elizabeth A. Geary”): 6,865,112 for, 268,390 against, per its Form 8-K filed 2024-06-21 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 10,937,000 outstanding shares: 63% for, 2% against (65% of the company cast a for/against vote).

The 78 asset managers below cast 99.9% of the shares they voted on this item FOR (4,612,403 for, 1,999 against).

FOR 99.9%
FOR: 4,612,403 (99.9%)AGAINST: 1,999 (0.0%)ABSTAIN: 1,312 (0.0%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Elizabeth A. Gea” at MEDIFAST INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,247,7480 00For
BlackRock1,239,2560 00For
Invesco399,3350 00For
Pacer Funds Trust368,1640 00For
Charles Schwab201,0920 00For
American Century174,2760 00For
Federated Hermes105,2230 00For
HOTCHKIS & WILEY FUNDS /DE/100,9000 00For
Principal94,2560 00For
State Street90,76121 00For
Fidelity79,1040 00For
Columbia Threadneedle76,2910 00For
Dimensional37,3120 00For
AllianceBernstein32,1000 00For
TIAA29,8960 00For
Equitable28,0230 00For
Jackson National26,6640 00For
JPMorgan20,9770 00For
QUANTITATIVE MASTER SERIES LLC20,0170 00For
WisdomTree15,9040 00For
Lincoln Financial15,5780 00For
BNY Mellon15,5060 00For
Prudential/PGIM14,2700 00For
Allspring13,0000 00For
Voya10,8440 00For

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

5. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Jeffrey J. Brown

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 6,993,339AGAINST: 139,907

MEDIFAST INC.’s own tally for this item (“Elect Director: Jeffrey J. Brown”): 6,993,339 for, 139,907 against, per its Form 8-K filed 2024-06-21 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 10,937,000 outstanding shares: 64% for, 1% against (65% of the company cast a for/against vote).

The 78 asset managers below cast 99.9% of the shares they voted on this item FOR (4,614,388 for, 14 against).

FOR 99.9%
FOR: 4,614,388 (100.0%)AGAINST: 14 (0.0%)ABSTAIN: 1,312 (0.0%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Jeffrey J. Brown” at MEDIFAST INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,247,7480 00For
BlackRock1,239,2560 00For
Invesco399,3350 00For
Pacer Funds Trust368,1640 00For
Charles Schwab201,0920 00For
American Century174,2760 00For
Federated Hermes105,2230 00For
HOTCHKIS & WILEY FUNDS /DE/100,9000 00For
Principal94,2560 00For
State Street90,76814 00For
Fidelity79,1040 00For
Columbia Threadneedle76,2910 00For
Dimensional37,3120 00For
AllianceBernstein32,1000 00For
TIAA29,8960 00For
Equitable28,0230 00For
Jackson National26,6640 00For
JPMorgan20,9770 00For
QUANTITATIVE MASTER SERIES LLC20,0170 00For
WisdomTree15,9040 00For
Lincoln Financial15,5780 00For
BNY Mellon15,5060 00For
Prudential/PGIM14,2700 00For
Allspring13,0000 00For
Voya10,8440 00For

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

6. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Michael A. Hoer

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 7,026,186AGAINST: 106,817

MEDIFAST INC.’s own tally for this item (“Elect Director: Michael A. Hoer”): 7,026,186 for, 106,817 against, per its Form 8-K filed 2024-06-21 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 10,937,000 outstanding shares: 64% for, 1.0% against (65% of the company cast a for/against vote).

The 78 asset managers below cast 99.9% of the shares they voted on this item FOR (4,614,355 for, 47 against).

FOR 99.9%
FOR: 4,614,355 (100.0%)AGAINST: 47 (0.0%)ABSTAIN: 1,312 (0.0%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Michael A. Hoer” at MEDIFAST INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,247,7480 00For
BlackRock1,239,2560 00For
Invesco399,3350 00For
Pacer Funds Trust368,1640 00For
Charles Schwab201,0920 00For
American Century174,2760 00For
Federated Hermes105,2230 00For
HOTCHKIS & WILEY FUNDS /DE/100,9000 00For
Principal94,2560 00For
State Street90,76814 00For
Fidelity79,1040 00For
Columbia Threadneedle76,2910 00For
Dimensional37,3120 00For
AllianceBernstein32,1000 00For
TIAA29,8960 00For
Equitable28,0230 00For
Jackson National26,6640 00For
JPMorgan20,9770 00For
QUANTITATIVE MASTER SERIES LLC20,0170 00For
WisdomTree15,9040 00For
Lincoln Financial15,5780 00For
BNY Mellon15,5060 00For
Prudential/PGIM14,2700 00For
Allspring13,0000 00For
Voya10,8440 00For

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

7. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Ming Xian

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 6,843,606AGAINST: 289,661

MEDIFAST INC.’s own tally for this item (“Elect Director: Ming Xian”): 6,843,606 for, 289,661 against, per its Form 8-K filed 2024-06-21 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 10,937,000 outstanding shares: 63% for, 3% against (65% of the company cast a for/against vote).

The 78 asset managers below cast 99.7% of the shares they voted on this item FOR (4,604,020 for, 10,382 against).

FOR 99.7%
FOR: 4,604,020 (99.7%)AGAINST: 10,382 (0.2%)ABSTAIN: 1,312 (0.0%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Ming Xian” at MEDIFAST INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,247,7480 00For
BlackRock1,239,2560 00For
Invesco399,3350 00For
Pacer Funds Trust368,1640 00For
Charles Schwab201,0920 00For
American Century174,2760 00For
Federated Hermes105,2230 00For
HOTCHKIS & WILEY FUNDS /DE/100,9000 00For
Principal94,2560 00For
State Street90,76121 00For
Fidelity79,1040 00For
Columbia Threadneedle76,2910 00For
Dimensional37,3120 00For
AllianceBernstein32,1000 00For
TIAA29,8960 00For
Equitable28,0230 00For
Jackson National26,6640 00For
JPMorgan20,9770 00For
QUANTITATIVE MASTER SERIES LLC20,0170 00For
WisdomTree15,9040 00For
Lincoln Financial15,5780 00For
BNY Mellon15,5060 00For
Prudential/PGIM14,2700 00For
Allspring13,0000 00For
Voya10,8440 00For

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

8. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Scott Schlackman

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 6,980,942AGAINST: 152,164

MEDIFAST INC.’s own tally for this item (“Elect Director: Scott Schlackman”): 6,980,942 for, 152,164 against, per its Form 8-K filed 2024-06-21 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 10,937,000 outstanding shares: 64% for, 1% against (65% of the company cast a for/against vote).

The 78 asset managers below cast 99.9% of the shares they voted on this item FOR (4,613,984 for, 418 against).

FOR 99.9%
FOR: 4,613,984 (100.0%)AGAINST: 418 (0.0%)ABSTAIN: 1,312 (0.0%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Scott Schlackman” at MEDIFAST INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,247,7480 00For
BlackRock1,239,2560 00For
Invesco399,3350 00For
Pacer Funds Trust368,1640 00For
Charles Schwab201,0920 00For
American Century174,2760 00For
Federated Hermes105,2230 00For
HOTCHKIS & WILEY FUNDS /DE/100,9000 00For
Principal94,2560 00For
State Street90,76814 00For
Fidelity79,1040 00For
Columbia Threadneedle76,2910 00For
Dimensional37,3120 00For
AllianceBernstein32,1000 00For
TIAA29,8960 00For
Equitable28,0230 00For
Jackson National26,6640 00For
JPMorgan20,9770 00For
QUANTITATIVE MASTER SERIES LLC20,0170 00For
WisdomTree15,9040 00For
Lincoln Financial15,5780 00For
BNY Mellon15,5060 00For
Prudential/PGIM14,2700 00For
Allspring13,0000 00For
Voya10,8440 00For

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

9. Ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.

AUDIT-RELATED

Combines 2 wordings of this item as funds reported it.

99.8% fund support · no official result

FOR 99.8%

The 76 asset managers below cast 99.8% of the shares they voted on this item FOR (4,601,518 for, 5,610 against).

FOR: 4,601,518 (99.9%)AGAINST: 5,610 (0.1%)
Largest asset managers voting on “Ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for t” at MEDIFAST INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,247,7480 00For
BlackRock1,239,2560 00For
Invesco399,3350 00For
Pacer Funds Trust368,1640 00For
Charles Schwab201,0920 00For
American Century174,2760 00For
Federated Hermes105,2230 00For
HOTCHKIS & WILEY FUNDS /DE/100,9000 00For
Principal94,2560 00For
State Street90,7775 00For
Fidelity79,1040 00For
Columbia Threadneedle76,2910 00For
Dimensional37,3120 00For
AllianceBernstein32,1000 00For
TIAA29,8960 00For
Equitable28,0230 00For
Jackson National26,6640 00For
JPMorgan20,9770 00For
QUANTITATIVE MASTER SERIES LLC20,0170 00For
WisdomTree15,9040 00For
Lincoln Financial15,5780 00For
BNY Mellon15,5060 00For
Prudential/PGIM14,2700 00For
Allspring13,0000 00For
Voya10,8440 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

10. Approve the Amended and Restated 2012 Stock Incentive Plan.

COMPENSATIONMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 6,649,417AGAINST: 476,512

MEDIFAST INC.’s own tally for this item (“(iv) The stockholders voted on a proposal to approve the 2012 Plan and Plan Amendment.”): 6,649,417 for, 476,512 against, per its Form 8-K filed 2024-06-21 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 10,937,000 outstanding shares: 61% for, 4% against (65% of the company cast a for/against vote).

The 66 asset managers below cast 95% of the shares they voted on this item FOR (4,065,483 for, 211,715 against).

FOR 95%
FOR: 4,065,483 (95.0%)AGAINST: 211,715 (4.9%)ABSTAIN: 30 (0.0%)
Largest asset managers voting on “Approve the Amended and Restated 2012 Stock Incentive Plan.” at MEDIFAST INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,247,7480 00For
BlackRock1,239,2560 00For
Invesco399,3350 00For
Charles Schwab201,0920 00For
American Century0174,276 00Against
Federated Hermes105,2230 00For
HOTCHKIS & WILEY FUNDS /DE/100,9000 00For
Principal94,2560 00For
State Street90,7775 00For
Fidelity79,1040 00For
Summit Street Capital Management, LLC76,5910 00For
Columbia Threadneedle76,2910 00For
BBR ALO Fund, LLC47,0910 00For
Dimensional37,3120 00For
AllianceBernstein32,1000 00For
TIAA029,896 00Against
Equitable28,0230 00For
QUANTITATIVE MASTER SERIES LLC20,0170 00For
WisdomTree15,9040 00For
Lincoln Financial15,5780 00For
BNY Mellon15,5060 00For
Prudential/PGIM14,2700 00For
Allspring13,0000 00For
Voya10,8440 00For
Thrivent9,2560 00For

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

11. Approve the Amended and Restated 2012 Share Incentive Plan

COMPENSATIONMajority of the votes cast: yes

93% Majority: yes · of votes cast

FOR 93%
FOR: 6,649,417AGAINST: 476,512

MEDIFAST INC.’s own tally for this item (“(iv) The stockholders voted on a proposal to approve the 2012 Plan and Plan Amendment.”): 6,649,417 for, 476,512 against, per its Form 8-K filed 2024-06-21 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 10,937,000 outstanding shares: 61% for, 4% against (65% of the company cast a for/against vote).

The 14 asset managers below cast 99.8% of the shares they voted on this item FOR (452,739 for, 873 against).

FOR 99.8%
FOR: 452,739 (99.8%)AGAINST: 873 (0.2%)
Largest asset managers voting on “Approve the Amended and Restated 2012 Share Incentive Plan” at MEDIFAST INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Pacer Funds Trust368,1640 00For
Jackson National26,6640 00For
JPMorgan20,9770 00For
ETF Series Solutions9,5290 00For
Northern Lights Fund Trust IV9,0830 00For
Allianz5,0360 00For
PFM Multi-Manager Series Trust4,8850 00For
John Hancock3,9900 00For
Bridge Builder Trust1,9710 00For
Tidal ETF Trust1,3120 00For
WILSHIRE MUTUAL FUNDS INC1,1130 00For
TRUST FOR PROFESSIONAL MANAGERS0873 00Against
CITY NATIONAL ROCHDALE FUNDS90 00For
GPS Funds I60 00For

12. Amend Omnibus Stock Plan

COMPENSATIONMajority of the votes cast: yes

93% Majority: yes · of votes cast

FOR 93%
FOR: 6,649,417AGAINST: 476,512

MEDIFAST INC.’s own tally for this item (“(iv) The stockholders voted on a proposal to approve the 2012 Plan and Plan Amendment.”): 6,649,417 for, 476,512 against, per its Form 8-K filed 2024-06-21 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 10,937,000 outstanding shares: 61% for, 4% against (65% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (8,586 for, 0 against).

FOR 100%
FOR: 8,586 (100.0%)
Largest asset managers voting on “Amend Omnibus Stock Plan” at MEDIFAST INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Empower8,3830 00For
CORNELL UNIVERSITY2030 00For

13. Ratify RSM US LLP as Auditors

AUDIT-RELATED

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (8,586 for, 0 against).

FOR: 8,586 (100.0%)
Largest asset managers voting on “Ratify RSM US LLP as Auditors” at MEDIFAST INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Empower8,3830 00For
CORNELL UNIVERSITY2030 00For

Largest MEDIFAST INC. shareholders voting in 2023-2024

Ranked by the number of MEDIFAST INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 10,937,000 shares outstanding at the time of that meeting.

Top MEDIFAST INC. shareholders by shares voted, 2023-2024
#Asset manager % of shares outstanding
1BlackRock 13.24%
2Vanguard 11.73%
3Invesco 7.44%
4Charles Schwab 3.75%
5Pacer Funds Trust 3.37%
6American Century 3.20%
7State Street 3.04%
8HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC 2.75%
9Federated Hermes 1.93%
10Bridgewater 1.50%

Reported MEDIFAST INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

MEDIFAST INC. beneficial owners on record for the 2023-2024 proxy season
Holder % outstanding Disclosure
BlackRock 8.39% 13F
Renaissance Technologies 7.29% 13F
Vanguard Group 6.50% 13F
Morgan Stanley 5.38% 13F
Invesco 5.03% 13F
State Street 3.93% 13F
Citadel Advisors 3.25% 13F
Millennium Management 3.11% 13F
Dimensional Fund Advisors 2.66% 13F
Geode Capital 2.37% 13F

Percentages above are of 10,937,000 shares outstanding, as reported by MEDIFAST INC. on its Form 10-Q dated 2024-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from MEDIFAST INC.’s 10-Q dated 2024-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At MEDIFAST INC.'s shareholder meeting held 2024-06-19, in the 2023-2024 proxy season, 258 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,490 separate fund positions. Their filings are grouped here into 13 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approve, on an advisory basis, the compensation of the Company's named executive officers. — FOR was 97% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: MEDIFAST INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-06-21.

MEDIFAST INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.