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MEDIFAST INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and MEDIFAST INC.’s Form 8-K, filed 2025-06-20 (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 11Reported items
  • 173Asset managers
  • 1,565Fund votes
  • 2025-06-18Meeting date

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

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

Official 2024-2025 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 2025-06-20 (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 2025-06-18
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Jeffrey J. Brown 6,046,608132,73112,471 --2,093,807 Majority: yes
Elect Director: Daniel R. Chard 5,961,959134,11895,733 --2,093,807 Majority: yes
Elect Director: Elizabeth A. Geary 5,845,990331,62014,200 --2,093,807 Majority: yes
Elect Director: Michael A. Hoer 6,040,159139,19512,456 --2,093,807 Majority: yes
Elect Director: Scott Schlackman 6,039,147139,91012,753 --2,093,807 Majority: yes
Elect Director: Andrea B. Thomas 5,778,243401,29812,269 --2,093,807 Majority: yes
Elect Director: Ming Xian 5,779,065398,12414,621 --2,093,807 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, 8,225,57039,61920,428 ---- 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. 3,585,4692,477,849128,492 --2,093,807 Majority: yes
(iv) The stockholders voted on a proposal to approve the Amended 2012 Plan. 5,518,075664,4169,319 --2,093,807 Majority: yes

Source: MEDIFAST INC., Form 8-K, filed with the SEC on 2025-06-20 — read the filing on EDGAR.

How asset managers voted at the MEDIFAST INC. 2024-2025 meeting

Each item below shows how the 173 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

Meeting held 2025-06-18.

Combines 8 wordings of this item as funds reported it.

59% Majority: yes · of votes cast

FOR 59%AGAINST 41%
FOR: 3,585,469AGAINST: 2,477,849

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.”): 3,585,469 for, 2,477,849 against, per its Form 8-K filed 2025-06-20 (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 10,991,000 outstanding shares: 33% for, 23% against (55% of the company cast a for/against vote).

The 171 asset managers below cast 63% 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 62%AGAINST 36%
FOR: 62.1%AGAINST: 35.9%ABSTAIN: 2.0%NOT VOTED: 0.0%
Largest asset managers voting on “Approve, on an advisory basis, the compensation of the Company's named executive officers.” at MEDIFAST INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard775,10744,551 00For
BlackRock782,5924 00For
Charles Schwab543,2490 00For
Renaissance0436,260 00Against
American Century0421,813 00Against
Fidelity282,14717,700 00For
Federated Hermes262,1390 00For
GEODE CAPITAL MANAGEMENT, LLC257,2050 00For
DE Shaw0243,065 00Against
Two Sigma0214,399 00Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC0205,747 00Against
State Street181,5141,074 00For
MARSHALL WACE, LLP131,0070 00For
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.00 110,0000Abstain
JPMorgan90,0970 00For
Northern Trust088,344 00Against
Columbia Threadneedle76,7100 00For
SEI76,4620 00For
JACOBS LEVY EQUITY MANAGEMENT, INC070,497 00Against
Invesco46,7780 00For
Equitable20,29424,420 00Against
Man Group plc43,3950 00For
MELLON INVESTMENTS Corp40,5150 00For
AQR038,015 00Against
Bridge Builder Trust5,99230,331 00Against

Showing the 25 largest of 171 asset managers. See all 171 in the interactive database.

2. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Andrea B. Thomas

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-18.

Combines 3 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 5,778,243AGAINST: 401,298

MEDIFAST INC.’s own tally for this item (“Elect Director: Andrea B. Thomas”): 5,778,243 for, 401,298 against, per its Form 8-K filed 2025-06-20 (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 10,991,000 outstanding shares: 52.6% for, 4% against (56% of the company cast a for/against vote).

The 52 asset managers below cast 99% of the shares they voted on this item FOR (2,643,093 for, 31,442 against).

FOR 99%
FOR: 2,643,093 (98.8%)AGAINST: 31,442 (1.2%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Andrea B. Thomas” at MEDIFAST INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard790,2950 00For
BlackRock519,2360 00For
Charles Schwab271,5570 00For
Fidelity271,3730 00For
American Century209,3500 00For
Federated Hermes122,4680 00For
Columbia Threadneedle76,7100 00For
Equitable44,7140 00For
JPMorgan42,6120 00For
Bridge Builder Trust5,99230,331 00Against
SEI31,4050 00For
TIAA29,7960 00For
Invesco21,3380 00For
BRIDGEWAY FUNDS INC20,0000 00For
Goldman Sachs18,2620 00For
GuideStone17,8250 00For
QUANTITATIVE MASTER SERIES LLC17,7870 00For
ETF Series Solutions16,3980 00For
WisdomTree13,2140 00For
Nationwide12,8010 00For
Legg Mason12,0800 00For
Lincoln Financial9,1290 00For
Northern Trust8,3450 00For
Pacific Life8,1830 00For
First Trust7,6750 00For

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

3. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Daniel R. Chard

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-18.

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 5,961,959AGAINST: 134,118

MEDIFAST INC.’s own tally for this item (“Elect Director: Daniel R. Chard”): 5,961,959 for, 134,118 against, per its Form 8-K filed 2025-06-20 (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 10,991,000 outstanding shares: 54.2% for, 1% against (55% of the company cast a for/against vote).

The 52 asset managers below cast 99.9% of the shares they voted on this item FOR (2,673,424 for, 1,111 against).

FOR 99.9%
FOR: 2,673,424 (100.0%)AGAINST: 1,111 (0.0%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Daniel R. Chard” at MEDIFAST INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard790,2950 00For
BlackRock519,2360 00For
Charles Schwab271,5570 00For
Fidelity271,3730 00For
American Century209,3500 00For
Federated Hermes122,4680 00For
Columbia Threadneedle76,7100 00For
Equitable44,7140 00For
JPMorgan42,6120 00For
Bridge Builder Trust36,3230 00For
SEI31,4050 00For
TIAA29,7960 00For
Invesco21,3380 00For
BRIDGEWAY FUNDS INC20,0000 00For
Goldman Sachs18,2620 00For
GuideStone17,8250 00For
QUANTITATIVE MASTER SERIES LLC17,7870 00For
ETF Series Solutions16,3980 00For
WisdomTree13,2140 00For
Nationwide12,8010 00For
Legg Mason12,0800 00For
Lincoln Financial9,1290 00For
Northern Trust8,3450 00For
Pacific Life8,1830 00For
First Trust7,6750 00For

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

4. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Elizabeth A. Geary

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-18.

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 5,845,990AGAINST: 331,620

MEDIFAST INC.’s own tally for this item (“Elect Director: Elizabeth A. Geary”): 5,845,990 for, 331,620 against, per its Form 8-K filed 2025-06-20 (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 10,991,000 outstanding shares: 53.2% for, 3% against (56% of the company cast a for/against vote).

The 52 asset managers below cast 99% of the shares they voted on this item FOR (2,644,204 for, 30,331 against).

FOR 99%
FOR: 2,644,204 (98.9%)AGAINST: 30,331 (1.1%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Elizabeth A. Gea” at MEDIFAST INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard790,2950 00For
BlackRock519,2360 00For
Charles Schwab271,5570 00For
Fidelity271,3730 00For
American Century209,3500 00For
Federated Hermes122,4680 00For
Columbia Threadneedle76,7100 00For
Equitable44,7140 00For
JPMorgan42,6120 00For
Bridge Builder Trust5,99230,331 00Against
SEI31,4050 00For
TIAA29,7960 00For
Invesco21,3380 00For
BRIDGEWAY FUNDS INC20,0000 00For
Goldman Sachs18,2620 00For
GuideStone17,8250 00For
QUANTITATIVE MASTER SERIES LLC17,7870 00For
ETF Series Solutions16,3980 00For
WisdomTree13,2140 00For
Nationwide12,8010 00For
Legg Mason12,0800 00For
Lincoln Financial9,1290 00For
Northern Trust8,3450 00For
Pacific Life8,1830 00For
First Trust7,6750 00For

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

5. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Jeffrey J. Brown

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-18.

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 6,046,608AGAINST: 132,731

MEDIFAST INC.’s own tally for this item (“Elect Director: Jeffrey J. Brown”): 6,046,608 for, 132,731 against, per its Form 8-K filed 2025-06-20 (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 10,991,000 outstanding shares: 55% for, 1% against (56% of the company cast a for/against vote).

The 52 asset managers below cast 99.9% of the shares they voted on this item FOR (2,674,491 for, 44 against).

FOR 99.9%
FOR: 2,674,491 (100.0%)AGAINST: 44 (0.0%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Jeffrey J. Brown” at MEDIFAST INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard790,2950 00For
BlackRock519,2360 00For
Charles Schwab271,5570 00For
Fidelity271,3730 00For
American Century209,3500 00For
Federated Hermes122,4680 00For
Columbia Threadneedle76,7100 00For
Equitable44,7140 00For
JPMorgan42,6120 00For
Bridge Builder Trust36,3230 00For
SEI31,4050 00For
TIAA29,7960 00For
Invesco21,3380 00For
BRIDGEWAY FUNDS INC20,0000 00For
Goldman Sachs18,2620 00For
GuideStone17,8250 00For
QUANTITATIVE MASTER SERIES LLC17,7870 00For
ETF Series Solutions16,3980 00For
WisdomTree13,2140 00For
Nationwide12,8010 00For
Legg Mason12,0800 00For
Lincoln Financial9,1290 00For
Northern Trust8,3450 00For
Pacific Life8,1830 00For
First Trust7,6750 00For

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

6. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Michael A. Hoer

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-18.

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 6,040,159AGAINST: 139,195

MEDIFAST INC.’s own tally for this item (“Elect Director: Michael A. Hoer”): 6,040,159 for, 139,195 against, per its Form 8-K filed 2025-06-20 (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 10,991,000 outstanding shares: 55.0% for, 1% against (56% of the company cast a for/against vote).

The 52 asset managers below cast 99.9% of the shares they voted on this item FOR (2,674,491 for, 44 against).

FOR 99.9%
FOR: 2,674,491 (100.0%)AGAINST: 44 (0.0%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Michael A. Hoer” at MEDIFAST INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard790,2950 00For
BlackRock519,2360 00For
Charles Schwab271,5570 00For
Fidelity271,3730 00For
American Century209,3500 00For
Federated Hermes122,4680 00For
Columbia Threadneedle76,7100 00For
Equitable44,7140 00For
JPMorgan42,6120 00For
Bridge Builder Trust36,3230 00For
SEI31,4050 00For
TIAA29,7960 00For
Invesco21,3380 00For
BRIDGEWAY FUNDS INC20,0000 00For
Goldman Sachs18,2620 00For
GuideStone17,8250 00For
QUANTITATIVE MASTER SERIES LLC17,7870 00For
ETF Series Solutions16,3980 00For
WisdomTree13,2140 00For
Nationwide12,8010 00For
Legg Mason12,0800 00For
Lincoln Financial9,1290 00For
Northern Trust8,3450 00For
Pacific Life8,1830 00For
First Trust7,6750 00For

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

7. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Ming Xian

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-18.

Combines 3 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 5,779,065AGAINST: 398,124

MEDIFAST INC.’s own tally for this item (“Elect Director: Ming Xian”): 5,779,065 for, 398,124 against, per its Form 8-K filed 2025-06-20 (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 10,991,000 outstanding shares: 52.6% for, 4% against (56% of the company cast a for/against vote).

The 52 asset managers below cast 99% of the shares they voted on this item FOR (2,644,204 for, 30,331 against).

FOR 99%
FOR: 2,644,204 (98.9%)AGAINST: 30,331 (1.1%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Ming Xian” at MEDIFAST INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard790,2950 00For
BlackRock519,2360 00For
Charles Schwab271,5570 00For
Fidelity271,3730 00For
American Century209,3500 00For
Federated Hermes122,4680 00For
Columbia Threadneedle76,7100 00For
Equitable44,7140 00For
JPMorgan42,6120 00For
Bridge Builder Trust5,99230,331 00Against
SEI31,4050 00For
TIAA29,7960 00For
Invesco21,3380 00For
BRIDGEWAY FUNDS INC20,0000 00For
Goldman Sachs18,2620 00For
GuideStone17,8250 00For
QUANTITATIVE MASTER SERIES LLC17,7870 00For
ETF Series Solutions16,3980 00For
WisdomTree13,2140 00For
Nationwide12,8010 00For
Legg Mason12,0800 00For
Lincoln Financial9,1290 00For
Northern Trust8,3450 00For
Pacific Life8,1830 00For
First Trust7,6750 00For

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

8. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Scott Schlackman

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-18.

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 6,039,147AGAINST: 139,910

MEDIFAST INC.’s own tally for this item (“Elect Director: Scott Schlackman”): 6,039,147 for, 139,910 against, per its Form 8-K filed 2025-06-20 (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 10,991,000 outstanding shares: 54.9% for, 1% against (56% of the company cast a for/against vote).

The 52 asset managers below cast 99.9% of the shares they voted on this item FOR (2,674,491 for, 44 against).

FOR 99.9%
FOR: 2,674,491 (100.0%)AGAINST: 44 (0.0%)
Largest asset managers voting on “Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Scott Schlackman” at MEDIFAST INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard790,2950 00For
BlackRock519,2360 00For
Charles Schwab271,5570 00For
Fidelity271,3730 00For
American Century209,3500 00For
Federated Hermes122,4680 00For
Columbia Threadneedle76,7100 00For
Equitable44,7140 00For
JPMorgan42,6120 00For
Bridge Builder Trust36,3230 00For
SEI31,4050 00For
TIAA29,7960 00For
Invesco21,3380 00For
BRIDGEWAY FUNDS INC20,0000 00For
Goldman Sachs18,2620 00For
GuideStone17,8250 00For
QUANTITATIVE MASTER SERIES LLC17,7870 00For
ETF Series Solutions16,3980 00For
WisdomTree13,2140 00For
Nationwide12,8010 00For
Legg Mason12,0800 00For
Lincoln Financial9,1290 00For
Northern Trust8,3450 00For
Pacific Life8,1830 00For
First Trust7,6750 00For

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

9. APPROVE THE AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN.

COMPENSATIONMajority of the votes cast: yes

Meeting held 2025-06-18.

89% Majority: yes · of votes cast

FOR 89%11%
FOR: 5,518,075AGAINST: 664,416

MEDIFAST INC.’s own tally for this item (“(iv) The stockholders voted on a proposal to approve the Amended 2012 Plan.”): 5,518,075 for, 664,416 against, per its Form 8-K filed 2025-06-20 (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 10,991,000 outstanding shares: 50.2% for, 6% against (56% of the company cast a for/against vote).

The 51 asset managers below cast 88% of the shares they voted on this item FOR (2,340,638 for, 316,072 against).

FOR 88%12%
FOR: 2,340,638 (88.1%)AGAINST: 316,072 (11.9%)
Largest asset managers voting on “APPROVE THE AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN.” at MEDIFAST INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard790,2950 00For
BlackRock519,2360 00For
Charles Schwab271,5570 00For
Fidelity271,3730 00For
American Century0209,350 00Against
Federated Hermes122,4680 00For
Columbia Threadneedle76,7100 00For
Equitable44,7140 00For
JPMorgan042,612 00Against
Bridge Builder Trust5,99230,331 00Against
SEI31,4050 00For
TIAA029,796 00Against
Invesco21,3380 00For
BRIDGEWAY FUNDS INC20,0000 00For
Goldman Sachs18,2620 00For
QUANTITATIVE MASTER SERIES LLC17,7870 00For
ETF Series Solutions16,3980 00For
WisdomTree13,2140 00For
Nationwide12,8010 00For
Legg Mason12,0800 00For
Lincoln Financial9,1290 00For
Northern Trust8,3450 00For
Pacific Life6,1841,999 00For
First Trust7,6750 00For
Global X6,6040 00For

Showing the 25 largest of 51 asset managers. See all 51 in the interactive database.

10. RATIFY THE APPOINTMENT OF RSM US LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

AUDIT-RELATED

Meeting held 2025-06-18.

100% fund support · no official result

FOR 100%

The 51 asset managers below cast 100% of the shares they voted on this item FOR (2,656,710 for, 0 against).

FOR: 2,656,710 (100.0%)
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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard790,2950 00For
BlackRock519,2360 00For
Charles Schwab271,5570 00For
Fidelity271,3730 00For
American Century209,3500 00For
Federated Hermes122,4680 00For
Columbia Threadneedle76,7100 00For
Equitable44,7140 00For
JPMorgan42,6120 00For
Bridge Builder Trust36,3230 00For
SEI31,4050 00For
TIAA29,7960 00For
Invesco21,3380 00For
BRIDGEWAY FUNDS INC20,0000 00For
Goldman Sachs18,2620 00For
QUANTITATIVE MASTER SERIES LLC17,7870 00For
ETF Series Solutions16,3980 00For
WisdomTree13,2140 00For
Nationwide12,8010 00For
Legg Mason12,0800 00For
Lincoln Financial9,1290 00For
Northern Trust8,3450 00For
Pacific Life8,1830 00For
First Trust7,6750 00For
Global X6,6040 00For

Showing the 25 largest of 51 asset managers. See all 51 in the interactive database.

11. 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

Meeting held 2024-06-19 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 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 10,991,000 outstanding shares: 63% for, 2% against (65% of the company cast a for/against vote).

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 18 against).

AGAINST 100%
AGAINST: 18 (100.0%)
Largest asset managers voting on “Approve, on an advisory basis, the compensation of the Company's named executive officers.” at MEDIFAST INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
COLDSTREAM CAPITAL MANAGEMENT INC018 00Against
Echo45 Advisors LLC00 00--

Largest MEDIFAST INC. shareholders voting in 2024-2025

Ranked by the number of MEDIFAST INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 10,991,000 shares outstanding at the time of that meeting.

Top MEDIFAST INC. shareholders by shares voted, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 7.46%
2BlackRock 7.12%
3Charles Schwab 4.95%
4Renaissance 3.97%
5American Century 3.84%
6Fidelity 2.73%
7Federated Hermes 2.39%
8GEODE CAPITAL MANAGEMENT, LLC 2.34%
9DE Shaw 2.21%
10Two Sigma 1.95%

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 2024-2025 proxy season
Holder % outstanding Disclosure
BlackRock 8.64% 13F
Renaissance Technologies 8.09% 13F
Vanguard Group 7.04% 13F
D.E. Shaw 3.44% 13F
Morgan Stanley 2.67% 13F
Charles Schwab 2.42% 13F
Geode Capital 2.33% 13F
Citadel Advisors 2.05% 13F
State Street 2.04% 13F
Two Sigma 1.97% 13F

Percentages above are of 10,991,000 shares outstanding, as reported by MEDIFAST INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 2025-03-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At MEDIFAST INC.'s shareholder meeting held 2025-06-18, in the 2024-2025 proxy season, 173 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,565 separate fund positions. Their filings are grouped here into 11 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 59% 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 2025-06-20.

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