UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2020

MEDIFAST, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other

jurisdiction of incorporation)

001-31573

(Commission

File Number)

13-3714405

(I.R.S. Employer

Identification No.)


100 International Drive, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code:(410) 581-8042

N/A (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MED	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 7, 2020, Michael C. MacDonald resigned, effective immediately, as a director and Chairman of the Board of Directors (the “Board”) of Medifast, Inc. (the “Company”). Mr. MacDonald’s resignation did not involve any disagreement with management or the Board related to the Company’s operations, policies or practices.

To fill the vacancy created by Mr. MacDonald’s resignation, on December 10, 2020, the Board appointed Mr. Daniel Chard, Chief Executive Officer and current director of the Company, as Executive Chairman of the Board. Mr. Chard has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Chard and any other person pursuant to which he is being appointed as the Executive Chairman of the Board.

Item 8.01.

Other Events.

On December 10, 2020, the Company issued a press release announcing the declaration of a cash dividend by the Board. The full text of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

	99.1	Press release dated December 10, 2020 titled “Medifast, Inc. Announces Quarterly Dividend”
	104.1	Cover Page Interactive Data File (embedded within the Inline XBRLDocument)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MEDIFAST, INC.


	By:	/s/ James P. Maloney
		James P. Maloney Chief Financial Officer

Dated: December 10, 2020

Exhibit 99.1

Medifast, Inc. Announces Quarterly Dividend

BALTIMORE, December 10, 2020/PRNewswire/ -- Medifast, Inc. (NYSE: MED), the company behind one of the fastest-growing health and wellness communities, OPTAVIA®, announced today that its Board of Directors has declared a $1.13 quarterly cash dividend to its stockholders. The quarterly cash dividend of $1.13 per share is payable on February 5, 2021 to stockholders of record as of the close of business on December 22, 2020.

This will be the 20th consecutive quarterly dividend paid to stockholders, and the company has paid out to stockholders $139 million in cash dividends since December 2015. Medifast expects to maintain a program of paying dividends on a quarterly basis. The amount and declaration of future dividends remains subject to the discretion of the company’s Board of Directors (the “Board”), who will evaluate the company's dividend program from time to time based on factors that it deems relevant.

For the past four years, the Board has announced changes to the amount of the quarterly dividend for the upcoming fiscal year in December. Moving forward, the Board expects to make initial announcements of any changes to the amount of the dividend during the first quarter of that year.

“Medifast’s growth this year has been strong given the uncertain economic conditions driven by the COIVD-19 pandemic. Today we declared a quarterly cash dividend payment and reiterated our intent to continue paying dividends. We have started our strategic planning process, which we believe will drive continued and sustainable growth for the long-term, and any updated capital return will align with the finalization of that plan,” said Dan Chard, Chief Executive Officer of Medifast, “We are committed to delivering value to our stockholders and believe that our dividend program emphasizes our confidence in the resiliency of our business, and in delivering on our mission to offer the world lifelong transformation one healthy habit at a time.”

About Medifast:

Medifast (NYSE: MED) is the company behind one of the fastest-growing health and wellness communities, OPTAVIA®, which offers Lifelong Transformation, One Healthy Habit at a Time®. Based on nearly 40 years of experience, Medifast has redefined direct selling by combining the best aspects of the model. Its community of thousands of independent OPTAVIA Coaches teach Clients to develop holistic healthy habits through products and clinically proven plans, the Habits of Health® Transformational System and comprehensive support from a community of like-minded people. In 2019, Medifast expanded the OPTAVIA movement globally, beginning with the Asia-Pacific region. Medifast is traded on the New York Stock Exchange and was named to Fortune's 100 Fastest-Growing Companies list in 2019 and Forbes' 100 Most Trustworthy Companies in America list in 2016 and 2017. For more information, visit www.MedifastInc.com or www.OPTAVIA.com.

Forward Looking Statements

This release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements are based on present circumstances and on Medifast's predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements, including the expected future payment of dividends and any statement of the plans and objectives of management for future operations and forecasts of future growth and value, and future announcements to changes of dividends are not guarantees of future events, performance or results and involve risks, uncertainties, and other factors that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. Some of these factors include, among others, the impact of the COVID-19 pandemic on Medifast's results, the severity, length and ultimate impact of COVID-19 on people and economies, Medifast's inability to attract and retain independent OPTAVIA Coaches and clients, increases in competition, litigation, regulatory changes, and Medifast's planned growth into new domestic and international markets and new channels of distribution. Such forward-looking statements are made only as of the date of this release and Medifast assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements.

MED-F

Investor Contact:

ICR, Inc.

Scott Van Winkle

(617) 956-6736