MEDIFAST INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Andrea B. Thomas

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 June 21, 2024 (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.

Reported outcome: Elected, in the filing’s own words: “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, or until his or her earlier death, resignation or removal.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 4,597,369 for, 17,033 against, 1,312 abstained.

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

Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Daniel R. Chard

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 June 21, 2024 (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.

Reported outcome: Elected, in the filing’s own words: “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, or until his or her earlier death, resignation or removal.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 4,595,820 for, 18,582 against, 1,312 abstained.

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

Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Elizabeth A. Geary

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 June 21, 2024 (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.

Reported outcome: Elected, in the filing’s own words: “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, or until his or her earlier death, resignation or removal.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 4,612,403 for, 1,999 against, 1,312 abstained.

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

Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Jeffrey J. Brown

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 June 21, 2024 (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.

Reported outcome: Elected, in the filing’s own words: “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, or until his or her earlier death, resignation or removal.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 4,614,388 for, 14 against, 1,312 abstained.

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

Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Michael A. Hoer

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 June 21, 2024 (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.

Reported outcome: Elected, in the filing’s own words: “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, or until his or her earlier death, resignation or removal.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 4,614,355 for, 47 against, 1,312 abstained.

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

Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Ming Xian

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 June 21, 2024 (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.

Reported outcome: Elected, in the filing’s own words: “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, or until his or her earlier death, resignation or removal.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 4,604,020 for, 10,382 against, 1,312 abstained.

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

Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025: Scott Schlackman

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 June 21, 2024 (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.

Reported outcome: Elected, in the filing’s own words: “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, or until his or her earlier death, resignation or removal.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 4,613,984 for, 418 against, 1,312 abstained.

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

Description as filed by funds: Approve the Amended and Restated 2012 Stock Incentive Plan.

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 — passed, per its Form 8-K filed June 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal was approved by a vote of the stockholders as follows:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of MEDIFAST INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Approve the Amended and Restated 2012 Share Incentive Plan” (14 managers, 452,739 for, 873 against); “Amend Omnibus Stock Plan” (2 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 62 managers: 3,988,862 for, 211,715 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 3 managers: 76,621 for, 30 abstained.

Description as filed by funds: Approve, on an advisory basis, the compensation of the Company's named executive officers.

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 — passed, per its Form 8-K filed June 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal was approved by a vote of the stockholders as follows:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 77 managers: 4,660,856 for, 1,716 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 208 managers: 3,403,881 for, 139,116 against, 785 withheld, 517 abstained, 729 not voted, 6 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: 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.

MEDIFAST INC.’s own tally for this item (“(ii) The stockholders voted on a proposal to ratify the appointment of RSM US LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2024.”): 8,607,330 for, 75,863 against — passed, per its Form 8-K filed June 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The proposal was approved by a vote of stockholders as follows:”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 4,610,104 for, 5,610 against.

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