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Compiled from SEC Form N-PX filings and MEDIFAST INC.’s Form 8-K, filed June 20, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 18, 2025: 10 items on MEDIFAST INC.’s Form 8-K, filed June 20, 2025: 7 elected · 3 approved.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore MEDIFAST INC. in the interactive database Compare manager voting policies
These tallies are MEDIFAST INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 20, 2025 (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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Jeffrey J. Brown | 6,046,608 | 132,731 | 12,471 | -- | 2,093,807 | 98% | Elected | — |
| Elect Director: Daniel R. Chard | 5,961,959 | 134,118 | 95,733 | -- | 2,093,807 | 98% | Elected | — |
| Elect Director: Elizabeth A. Geary | 5,845,990 | 331,620 | 14,200 | -- | 2,093,807 | 95% | Elected | — |
| Elect Director: Michael A. Hoer | 6,040,159 | 139,195 | 12,456 | -- | 2,093,807 | 98% | Elected | — |
| Elect Director: Scott Schlackman | 6,039,147 | 139,910 | 12,753 | -- | 2,093,807 | 98% | Elected | — |
| Elect Director: Andrea B. Thomas | 5,778,243 | 401,298 | 12,269 | -- | 2,093,807 | 94% | Elected | — |
| Elect Director: Ming Xian | 5,779,065 | 398,124 | 14,621 | -- | 2,093,807 | 94% | Elected | — |
| (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, 2025. | 8,225,570 | 39,619 | 20,428 | -- | -- | 99.5% | Approved | — |
| (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 | 2,477,849 | 128,492 | -- | 2,093,807 | 59% | Approved | — |
| (iv) The stockholders voted on a proposal to approve the Amended 2012 Plan. | 5,518,075 | 664,416 | 9,319 | -- | 2,093,807 | 89% | Approved | — |
Source: MEDIFAST INC., Form 8-K, filed with the SEC on June 20, 2025 — read the filing on EDGAR.
Each item below shows how the 172 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.
Combines 3 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Andrea B. Thomas
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 June 20, 2025 (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: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 52 asset managers below reported 2,643,093 for, 31,442 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 790,295 | 0 | 0 | 0 | For |
| BlackRock | 519,236 | 0 | 0 | 0 | For |
| Charles Schwab | 271,557 | 0 | 0 | 0 | For |
| Fidelity | 271,373 | 0 | 0 | 0 | For |
| American Century | 209,350 | 0 | 0 | 0 | For |
| Federated Hermes | 122,468 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 76,710 | 0 | 0 | 0 | For |
| Equitable | 44,714 | 0 | 0 | 0 | For |
| JPMorgan | 42,612 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 5,992 | 30,331 | 0 | 0 | Mixed |
| SEI | 31,405 | 0 | 0 | 0 | For |
| TIAA | 29,796 | 0 | 0 | 0 | For |
| Invesco | 21,338 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Goldman Sachs | 18,262 | 0 | 0 | 0 | For |
| GuideStone | 17,825 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| ETF Series Solutions | 16,398 | 0 | 0 | 0 | For |
| WisdomTree | 13,214 | 0 | 0 | 0 | For |
| Nationwide | 12,801 | 0 | 0 | 0 | For |
| Legg Mason | 12,080 | 0 | 0 | 0 | For |
| Lincoln Financial | 9,129 | 0 | 0 | 0 | For |
| Northern Trust | 8,345 | 0 | 0 | 0 | For |
| Pacific Life | 8,183 | 0 | 0 | 0 | For |
| First Trust | 7,675 | 0 | 0 | 0 | For |
Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.
Combines 3 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Daniel R. Chard
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 June 20, 2025 (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 52 asset managers below reported 2,673,424 for, 1,111 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 790,295 | 0 | 0 | 0 | For |
| BlackRock | 519,236 | 0 | 0 | 0 | For |
| Charles Schwab | 271,557 | 0 | 0 | 0 | For |
| Fidelity | 271,373 | 0 | 0 | 0 | For |
| American Century | 209,350 | 0 | 0 | 0 | For |
| Federated Hermes | 122,468 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 76,710 | 0 | 0 | 0 | For |
| Equitable | 44,714 | 0 | 0 | 0 | For |
| JPMorgan | 42,612 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 36,323 | 0 | 0 | 0 | For |
| SEI | 31,405 | 0 | 0 | 0 | For |
| TIAA | 29,796 | 0 | 0 | 0 | For |
| Invesco | 21,338 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Goldman Sachs | 18,262 | 0 | 0 | 0 | For |
| GuideStone | 17,825 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| ETF Series Solutions | 16,398 | 0 | 0 | 0 | For |
| WisdomTree | 13,214 | 0 | 0 | 0 | For |
| Nationwide | 12,801 | 0 | 0 | 0 | For |
| Legg Mason | 12,080 | 0 | 0 | 0 | For |
| Lincoln Financial | 9,129 | 0 | 0 | 0 | For |
| Northern Trust | 8,345 | 0 | 0 | 0 | For |
| Pacific Life | 8,183 | 0 | 0 | 0 | For |
| First Trust | 7,675 | 0 | 0 | 0 | For |
Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.
Combines 3 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Elizabeth A. Geary
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 June 20, 2025 (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 52 asset managers below reported 2,644,204 for, 30,331 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 790,295 | 0 | 0 | 0 | For |
| BlackRock | 519,236 | 0 | 0 | 0 | For |
| Charles Schwab | 271,557 | 0 | 0 | 0 | For |
| Fidelity | 271,373 | 0 | 0 | 0 | For |
| American Century | 209,350 | 0 | 0 | 0 | For |
| Federated Hermes | 122,468 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 76,710 | 0 | 0 | 0 | For |
| Equitable | 44,714 | 0 | 0 | 0 | For |
| JPMorgan | 42,612 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 5,992 | 30,331 | 0 | 0 | Mixed |
| SEI | 31,405 | 0 | 0 | 0 | For |
| TIAA | 29,796 | 0 | 0 | 0 | For |
| Invesco | 21,338 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Goldman Sachs | 18,262 | 0 | 0 | 0 | For |
| GuideStone | 17,825 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| ETF Series Solutions | 16,398 | 0 | 0 | 0 | For |
| WisdomTree | 13,214 | 0 | 0 | 0 | For |
| Nationwide | 12,801 | 0 | 0 | 0 | For |
| Legg Mason | 12,080 | 0 | 0 | 0 | For |
| Lincoln Financial | 9,129 | 0 | 0 | 0 | For |
| Northern Trust | 8,345 | 0 | 0 | 0 | For |
| Pacific Life | 8,183 | 0 | 0 | 0 | For |
| First Trust | 7,675 | 0 | 0 | 0 | For |
Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.
Combines 3 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Jeffrey J. Brown
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 June 20, 2025 (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 52 asset managers below reported 2,674,491 for, 44 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 790,295 | 0 | 0 | 0 | For |
| BlackRock | 519,236 | 0 | 0 | 0 | For |
| Charles Schwab | 271,557 | 0 | 0 | 0 | For |
| Fidelity | 271,373 | 0 | 0 | 0 | For |
| American Century | 209,350 | 0 | 0 | 0 | For |
| Federated Hermes | 122,468 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 76,710 | 0 | 0 | 0 | For |
| Equitable | 44,714 | 0 | 0 | 0 | For |
| JPMorgan | 42,612 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 36,323 | 0 | 0 | 0 | For |
| SEI | 31,405 | 0 | 0 | 0 | For |
| TIAA | 29,796 | 0 | 0 | 0 | For |
| Invesco | 21,338 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Goldman Sachs | 18,262 | 0 | 0 | 0 | For |
| GuideStone | 17,825 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| ETF Series Solutions | 16,398 | 0 | 0 | 0 | For |
| WisdomTree | 13,214 | 0 | 0 | 0 | For |
| Nationwide | 12,801 | 0 | 0 | 0 | For |
| Legg Mason | 12,080 | 0 | 0 | 0 | For |
| Lincoln Financial | 9,129 | 0 | 0 | 0 | For |
| Northern Trust | 8,345 | 0 | 0 | 0 | For |
| Pacific Life | 8,183 | 0 | 0 | 0 | For |
| First Trust | 7,675 | 0 | 0 | 0 | For |
Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.
Combines 3 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Michael A. Hoer
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 June 20, 2025 (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 52 asset managers below reported 2,674,491 for, 44 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 790,295 | 0 | 0 | 0 | For |
| BlackRock | 519,236 | 0 | 0 | 0 | For |
| Charles Schwab | 271,557 | 0 | 0 | 0 | For |
| Fidelity | 271,373 | 0 | 0 | 0 | For |
| American Century | 209,350 | 0 | 0 | 0 | For |
| Federated Hermes | 122,468 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 76,710 | 0 | 0 | 0 | For |
| Equitable | 44,714 | 0 | 0 | 0 | For |
| JPMorgan | 42,612 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 36,323 | 0 | 0 | 0 | For |
| SEI | 31,405 | 0 | 0 | 0 | For |
| TIAA | 29,796 | 0 | 0 | 0 | For |
| Invesco | 21,338 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Goldman Sachs | 18,262 | 0 | 0 | 0 | For |
| GuideStone | 17,825 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| ETF Series Solutions | 16,398 | 0 | 0 | 0 | For |
| WisdomTree | 13,214 | 0 | 0 | 0 | For |
| Nationwide | 12,801 | 0 | 0 | 0 | For |
| Legg Mason | 12,080 | 0 | 0 | 0 | For |
| Lincoln Financial | 9,129 | 0 | 0 | 0 | For |
| Northern Trust | 8,345 | 0 | 0 | 0 | For |
| Pacific Life | 8,183 | 0 | 0 | 0 | For |
| First Trust | 7,675 | 0 | 0 | 0 | For |
Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.
Combines 3 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Ming Xian
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 June 20, 2025 (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: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 52 asset managers below reported 2,644,204 for, 30,331 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 790,295 | 0 | 0 | 0 | For |
| BlackRock | 519,236 | 0 | 0 | 0 | For |
| Charles Schwab | 271,557 | 0 | 0 | 0 | For |
| Fidelity | 271,373 | 0 | 0 | 0 | For |
| American Century | 209,350 | 0 | 0 | 0 | For |
| Federated Hermes | 122,468 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 76,710 | 0 | 0 | 0 | For |
| Equitable | 44,714 | 0 | 0 | 0 | For |
| JPMorgan | 42,612 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 5,992 | 30,331 | 0 | 0 | Mixed |
| SEI | 31,405 | 0 | 0 | 0 | For |
| TIAA | 29,796 | 0 | 0 | 0 | For |
| Invesco | 21,338 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Goldman Sachs | 18,262 | 0 | 0 | 0 | For |
| GuideStone | 17,825 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| ETF Series Solutions | 16,398 | 0 | 0 | 0 | For |
| WisdomTree | 13,214 | 0 | 0 | 0 | For |
| Nationwide | 12,801 | 0 | 0 | 0 | For |
| Legg Mason | 12,080 | 0 | 0 | 0 | For |
| Lincoln Financial | 9,129 | 0 | 0 | 0 | For |
| Northern Trust | 8,345 | 0 | 0 | 0 | For |
| Pacific Life | 8,183 | 0 | 0 | 0 | For |
| First Trust | 7,675 | 0 | 0 | 0 | For |
Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.
Combines 3 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2026: Scott Schlackman
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 June 20, 2025 (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 52 asset managers below reported 2,674,491 for, 44 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 790,295 | 0 | 0 | 0 | For |
| BlackRock | 519,236 | 0 | 0 | 0 | For |
| Charles Schwab | 271,557 | 0 | 0 | 0 | For |
| Fidelity | 271,373 | 0 | 0 | 0 | For |
| American Century | 209,350 | 0 | 0 | 0 | For |
| Federated Hermes | 122,468 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 76,710 | 0 | 0 | 0 | For |
| Equitable | 44,714 | 0 | 0 | 0 | For |
| JPMorgan | 42,612 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 36,323 | 0 | 0 | 0 | For |
| SEI | 31,405 | 0 | 0 | 0 | For |
| TIAA | 29,796 | 0 | 0 | 0 | For |
| Invesco | 21,338 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Goldman Sachs | 18,262 | 0 | 0 | 0 | For |
| GuideStone | 17,825 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| ETF Series Solutions | 16,398 | 0 | 0 | 0 | For |
| WisdomTree | 13,214 | 0 | 0 | 0 | For |
| Nationwide | 12,801 | 0 | 0 | 0 | For |
| Legg Mason | 12,080 | 0 | 0 | 0 | For |
| Lincoln Financial | 9,129 | 0 | 0 | 0 | For |
| Northern Trust | 8,345 | 0 | 0 | 0 | For |
| Pacific Life | 8,183 | 0 | 0 | 0 | For |
| First Trust | 7,675 | 0 | 0 | 0 | For |
Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.
89% Approved · of votes cast
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 Amended 2012 Plan.”): 5,518,075 for, 664,416 against — passed, per its Form 8-K filed June 20, 2025 (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: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 51 asset managers below reported 2,340,638 for, 316,072 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 790,295 | 0 | 0 | 0 | For |
| BlackRock | 519,236 | 0 | 0 | 0 | For |
| Charles Schwab | 271,557 | 0 | 0 | 0 | For |
| Fidelity | 271,373 | 0 | 0 | 0 | For |
| American Century | 0 | 209,350 | 0 | 0 | Against |
| Federated Hermes | 122,468 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 76,710 | 0 | 0 | 0 | For |
| Equitable | 44,714 | 0 | 0 | 0 | For |
| JPMorgan | 0 | 42,612 | 0 | 0 | Against |
| Bridge Builder Trust | 5,992 | 30,331 | 0 | 0 | Mixed |
| SEI | 31,405 | 0 | 0 | 0 | For |
| TIAA | 0 | 29,796 | 0 | 0 | Against |
| Invesco | 21,338 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Goldman Sachs | 18,262 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| ETF Series Solutions | 16,398 | 0 | 0 | 0 | For |
| WisdomTree | 13,214 | 0 | 0 | 0 | For |
| Nationwide | 12,801 | 0 | 0 | 0 | For |
| Legg Mason | 12,080 | 0 | 0 | 0 | For |
| Lincoln Financial | 9,129 | 0 | 0 | 0 | For |
| Northern Trust | 8,345 | 0 | 0 | 0 | For |
| Pacific Life | 6,184 | 1,999 | 0 | 0 | Mixed |
| First Trust | 7,675 | 0 | 0 | 0 | For |
| Global X | 6,604 | 0 | 0 | 0 | For |
Showing the 25 largest of 51 asset managers. See all 51 in the interactive database.
Combines 8 wordings of this item as funds reported it.
59% Approved · of votes cast
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.”): 3,585,469 for, 2,477,849 against — passed, per its Form 8-K filed June 20, 2025 (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: 59% 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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 750,055 | 40,240 | 0 | 0 | Mixed |
| BlackRock | 519,236 | 0 | 0 | 0 | For |
| Charles Schwab | 271,557 | 0 | 0 | 0 | For |
| Fidelity | 253,673 | 17,700 | 0 | 0 | Mixed |
| American Century | 0 | 209,350 | 0 | 0 | Against |
| Federated Hermes | 122,468 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 76,710 | 0 | 0 | 0 | For |
| Equitable | 20,294 | 24,420 | 0 | 0 | Mixed |
| JPMorgan | 42,612 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 5,992 | 30,331 | 0 | 0 | Mixed |
| SEI | 31,405 | 0 | 0 | 0 | For |
| TIAA | 0 | 29,796 | 0 | 0 | Against |
| Invesco | 21,338 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 0 | 20,000 | 0 | 0 | Against |
| Goldman Sachs | 18,262 | 0 | 0 | 0 | For |
| GuideStone | 0 | 17,825 | 0 | 0 | Against |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| ETF Series Solutions | 0 | 16,398 | 0 | 0 | Against |
| WisdomTree | 13,214 | 0 | 0 | 0 | For |
| Nationwide | 341 | 12,460 | 0 | 0 | Against |
| Legg Mason | 0 | 5,677 | 6,403 | 0 | Mixed |
| Lincoln Financial | 7,687 | 1,442 | 0 | 0 | Mixed |
| Northern Trust | 0 | 8,345 | 0 | 0 | Against |
| Pacific Life | 6,184 | 1,999 | 0 | 0 | Mixed |
| First Trust | 0 | 7,675 | 0 | 0 | Against |
Fund voting reports, all 51 managers: 2,193,841 for, 474,291 against, 6,403 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Renaissance | 0 | 436,260 | 0 | 0 | Against |
| Charles Schwab | 271,692 | 0 | 0 | 0 | For |
| BlackRock | 263,356 | 4 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 257,205 | 0 | 0 | 0 | For |
| DE Shaw | 0 | 243,065 | 0 | 0 | Against |
| Two Sigma | 0 | 214,399 | 0 | 0 | Against |
| American Century | 0 | 212,463 | 0 | 0 | Against |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0 | 205,747 | 0 | 0 | Against |
| State Street | 181,041 | 1,074 | 0 | 0 | For |
| Federated Hermes | 139,671 | 0 | 0 | 0 | For |
| MARSHALL WACE, LLP | 131,007 | 0 | 0 | 0 | For |
| PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. | 0 | 0 | 110,000 | 0 | Abstain |
| Northern Trust | 0 | 79,999 | 0 | 0 | Against |
| JACOBS LEVY EQUITY MANAGEMENT, INC | 0 | 70,497 | 0 | 0 | Against |
| JPMorgan | 47,485 | 0 | 0 | 0 | For |
| SEI | 45,057 | 0 | 0 | 0 | For |
| Man Group plc | 43,395 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 40,515 | 0 | 0 | 0 | For |
| AQR | 0 | 38,015 | 0 | 0 | Against |
| Amundi | 0 | 30,439 | 0 | 0 | Against |
| Nuveen | 0 | 30,085 | 0 | 0 | Against |
| Vanguard | 25,052 | 4,311 | 0 | 0 | Mixed |
| Fidelity | 28,474 | 0 | 0 | 0 | For |
| Invesco | 25,440 | 0 | 0 | 0 | For |
| PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF COLORADO | 24,766 | 0 | 0 | 0 | For |
Institutional-manager reports, all 135 managers: 1,652,620 for, 1,751,830 against, 117,188 abstained, 678 not voted. Showing the 25 largest; see all in the interactive database.
Combines 2 wordings of this item as funds reported it.
99.5% Approved · of votes cast
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, 2025.
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, 2025.”): 8,225,570 for, 39,619 against — passed, per its Form 8-K filed June 20, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The proposal was approved by a vote of stockholders as follows:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 52 asset managers below reported 2,674,535 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 790,295 | 0 | 0 | 0 | For |
| BlackRock | 519,236 | 0 | 0 | 0 | For |
| Charles Schwab | 271,557 | 0 | 0 | 0 | For |
| Fidelity | 271,373 | 0 | 0 | 0 | For |
| American Century | 209,350 | 0 | 0 | 0 | For |
| Federated Hermes | 122,468 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 76,710 | 0 | 0 | 0 | For |
| Equitable | 44,714 | 0 | 0 | 0 | For |
| JPMorgan | 42,612 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 36,323 | 0 | 0 | 0 | For |
| SEI | 31,405 | 0 | 0 | 0 | For |
| TIAA | 29,796 | 0 | 0 | 0 | For |
| Invesco | 21,338 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 20,000 | 0 | 0 | 0 | For |
| Goldman Sachs | 18,262 | 0 | 0 | 0 | For |
| GuideStone | 17,825 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| ETF Series Solutions | 16,398 | 0 | 0 | 0 | For |
| WisdomTree | 13,214 | 0 | 0 | 0 | For |
| Nationwide | 12,801 | 0 | 0 | 0 | For |
| Legg Mason | 12,080 | 0 | 0 | 0 | For |
| Lincoln Financial | 9,129 | 0 | 0 | 0 | For |
| Northern Trust | 8,345 | 0 | 0 | 0 | For |
| Pacific Life | 8,183 | 0 | 0 | 0 | For |
| First Trust | 7,675 | 0 | 0 | 0 | For |
Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 10,991,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 7.19% |
| 2 | BlackRock | 4.72% |
| 3 | Charles Schwab | 2.47% |
| 4 | Fidelity | 2.47% |
| 5 | American Century | 1.90% |
| 6 | Federated Hermes | 1.11% |
| 7 | Columbia Threadneedle | 0.70% |
| 8 | Equitable | 0.41% |
| 9 | JPMorgan | 0.39% |
| 10 | Bridge Builder Trust | 0.33% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Renaissance | 3.97% |
| 2 | Charles Schwab | 2.48% |
| 3 | BlackRock | 2.40% |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 2.34% |
| 5 | DE Shaw | 2.21% |
| 6 | Two Sigma | 1.95% |
| 7 | American Century | 1.93% |
| 8 | PARAMETRIC PORTFOLIO ASSOCIATES LLC | 1.87% |
| 9 | State Street | 1.66% |
| 10 | Federated Hermes | 1.27% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| 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 March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), 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 March 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At MEDIFAST INC.'s shareholder meeting held June 18, 2025, in the 2024-2025 proxy season, 172 asset managers reported how they voted on 10 ballot items in their SEC Form N-PX filings, covering 1,572 separate fund positions. On the most widely held item on that ballot — Approve, on an advisory basis, the compensation of the Company's named executive officers. — MEDIFAST INC.'s filing reports the proposal as approved, with 59% support 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). Source: MEDIFAST INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 20, 2025.
MEDIFAST INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.