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Compiled from SEC Form N-PX filings and Medifast, Inc.’s Form 8-K, filed May 26, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.
Meeting of May 19, 2026: 10 items on Medifast, Inc.’s Form 8-K, filed May 26, 2026: 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 May 26, 2026 (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: Daniel R. Chard | 4,377,045 | 261,811 | 10,237 | -- | 1,840,102 | 94% | Elected | — |
| Elect Director: Elizabeth A. Geary | 4,313,878 | 323,551 | 11,664 | -- | 1,840,102 | 93% | Elected | — |
| Elect Director: Parsa Kiai | 4,378,697 | 259,279 | 11,117 | -- | 1,840,102 | 94% | Elected | — |
| Elect Director: Jeffrey Rose | 4,398,976 | 238,929 | 11,188 | -- | 1,840,102 | 95% | Elected | — |
| Elect Director: Scott Schlackman | 3,842,303 | 795,603 | 11,187 | -- | 1,840,102 | 83% | Elected | — |
| Elect Director: Andrea B. Thomas | 4,260,999 | 378,012 | 10,082 | -- | 1,840,102 | 92% | Elected | — |
| Elect Director: Ming Xian | 4,275,817 | 356,337 | 16,939 | -- | 1,840,102 | 92% | 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, 2026. | 6,411,175 | 53,444 | 24,576 | -- | -- | 99.1% | 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. | 3,996,046 | 637,173 | 15,874 | -- | 1,840,102 | 86% | Approved | — |
| (iv) The stockholders voted on a proposal to approve the Amended 2012 Plan. | 3,195,078 | 1,442,997 | 11,018 | -- | 1,840,102 | 69% | Approved | — |
Source: Medifast, Inc., Form 8-K, filed with the SEC on May 26, 2026 — read the filing on EDGAR.
Each item below shows how the 146 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 2027: Daniel R. Chard
Medifast, Inc.’s own tally for this item (“Elect Director: Daniel R. Chard”): 4,377,045 for, 261,811 against, per its Form 8-K filed May 26, 2026 (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 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 47 asset managers below reported 2,035,836 for, 1,285 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 629,953 | 0 | 0 | 0 | For |
| Vanguard | 482,442 | 1,229 | 0 | 0 | For |
| BlackRock | 326,943 | 0 | 0 | 0 | For |
| American Century | 112,496 | 0 | 0 | 0 | For |
| EA Series Trust | 71,522 | 0 | 0 | 0 | For |
| Federated Hermes | 65,859 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 44,146 | 0 | 0 | 0 | For |
| Dimensional | 42,575 | 0 | 0 | 0 | For |
| PIMCO | 40,825 | 0 | 0 | 0 | For |
| Victory Capital | 33,268 | 0 | 0 | 0 | For |
| TIAA | 23,304 | 0 | 0 | 0 | For |
| Equitable | 21,091 | 0 | 0 | 0 | For |
| Goldman Sachs | 19,948 | 0 | 0 | 0 | For |
| Fidelity | 19,068 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| JPMorgan | 14,054 | 0 | 0 | 0 | For |
| Invesco | 10,311 | 0 | 0 | 0 | For |
| Venerable Variable Insurance Trust | 8,986 | 0 | 0 | 0 | For |
| Lincoln Financial | 7,429 | 0 | 0 | 0 | For |
| Northern Trust | 6,066 | 0 | 0 | 0 | For |
| Global X | 5,070 | 0 | 0 | 0 | For |
| Pacific Life | 4,821 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 4,710 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 3,260 | 0 | 0 | 0 | For |
| GPS Funds I | 2,945 | 0 | 0 | 0 | For |
Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.
Combines 3 wordings of this item as funds reported it.
93% 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 2027: Elizabeth A. Geary
Medifast, Inc.’s own tally for this item (“Elect Director: Elizabeth A. Geary”): 4,313,878 for, 323,551 against, per its Form 8-K filed May 26, 2026 (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 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: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 47 asset managers below reported 1,970,193 for, 66,926 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 629,953 | 0 | 0 | 0 | For |
| Vanguard | 483,669 | 0 | 0 | 0 | For |
| BlackRock | 326,943 | 0 | 0 | 0 | For |
| American Century | 112,496 | 0 | 0 | 0 | For |
| EA Series Trust | 71,522 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 65,859 | 0 | 0 | Against |
| BRIDGEWAY FUNDS INC | 44,146 | 0 | 0 | 0 | For |
| Dimensional | 42,575 | 0 | 0 | 0 | For |
| PIMCO | 40,825 | 0 | 0 | 0 | For |
| Victory Capital | 33,268 | 0 | 0 | 0 | For |
| TIAA | 23,304 | 0 | 0 | 0 | For |
| Equitable | 21,091 | 0 | 0 | 0 | For |
| Goldman Sachs | 19,948 | 0 | 0 | 0 | For |
| Fidelity | 19,068 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| JPMorgan | 14,054 | 0 | 0 | 0 | For |
| Invesco | 10,311 | 0 | 0 | 0 | For |
| Venerable Variable Insurance Trust | 8,986 | 0 | 0 | 0 | For |
| Lincoln Financial | 7,429 | 0 | 0 | 0 | For |
| Northern Trust | 6,066 | 0 | 0 | 0 | For |
| Global X | 5,070 | 0 | 0 | 0 | For |
| Pacific Life | 4,821 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 4,710 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 3,260 | 0 | 0 | 0 | For |
| GPS Funds I | 2,945 | 0 | 0 | 0 | For |
Showing the 25 largest of 47 asset managers. See all 47 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 2027: Parsa Kiai
Medifast, Inc.’s own tally for this item (“Elect Director: Parsa Kiai”): 4,378,697 for, 259,279 against, per its Form 8-K filed May 26, 2026 (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 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 47 asset managers below reported 2,037,120 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 629,953 | 0 | 0 | 0 | For |
| Vanguard | 483,670 | 0 | 0 | 0 | For |
| BlackRock | 326,943 | 0 | 0 | 0 | For |
| American Century | 112,496 | 0 | 0 | 0 | For |
| EA Series Trust | 71,522 | 0 | 0 | 0 | For |
| Federated Hermes | 65,859 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 44,146 | 0 | 0 | 0 | For |
| Dimensional | 42,575 | 0 | 0 | 0 | For |
| PIMCO | 40,825 | 0 | 0 | 0 | For |
| Victory Capital | 33,268 | 0 | 0 | 0 | For |
| TIAA | 23,304 | 0 | 0 | 0 | For |
| Equitable | 21,091 | 0 | 0 | 0 | For |
| Goldman Sachs | 19,948 | 0 | 0 | 0 | For |
| Fidelity | 19,068 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| JPMorgan | 14,054 | 0 | 0 | 0 | For |
| Invesco | 10,311 | 0 | 0 | 0 | For |
| Venerable Variable Insurance Trust | 8,986 | 0 | 0 | 0 | For |
| Lincoln Financial | 7,429 | 0 | 0 | 0 | For |
| Northern Trust | 6,066 | 0 | 0 | 0 | For |
| Global X | 5,070 | 0 | 0 | 0 | For |
| Pacific Life | 4,821 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 4,710 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 3,260 | 0 | 0 | 0 | For |
| GPS Funds I | 2,945 | 0 | 0 | 0 | For |
Showing the 25 largest of 47 asset managers. See all 47 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 2027: Jeffrey Rose
Medifast, Inc.’s own tally for this item (“Elect Director: Jeffrey Rose”): 4,398,976 for, 238,929 against, per its Form 8-K filed May 26, 2026 (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 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 47 asset managers below reported 2,037,120 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 629,953 | 0 | 0 | 0 | For |
| Vanguard | 483,670 | 0 | 0 | 0 | For |
| BlackRock | 326,943 | 0 | 0 | 0 | For |
| American Century | 112,496 | 0 | 0 | 0 | For |
| EA Series Trust | 71,522 | 0 | 0 | 0 | For |
| Federated Hermes | 65,859 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 44,146 | 0 | 0 | 0 | For |
| Dimensional | 42,575 | 0 | 0 | 0 | For |
| PIMCO | 40,825 | 0 | 0 | 0 | For |
| Victory Capital | 33,268 | 0 | 0 | 0 | For |
| TIAA | 23,304 | 0 | 0 | 0 | For |
| Equitable | 21,091 | 0 | 0 | 0 | For |
| Goldman Sachs | 19,948 | 0 | 0 | 0 | For |
| Fidelity | 19,068 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| JPMorgan | 14,054 | 0 | 0 | 0 | For |
| Invesco | 10,311 | 0 | 0 | 0 | For |
| Venerable Variable Insurance Trust | 8,986 | 0 | 0 | 0 | For |
| Lincoln Financial | 7,429 | 0 | 0 | 0 | For |
| Northern Trust | 6,066 | 0 | 0 | 0 | For |
| Global X | 5,070 | 0 | 0 | 0 | For |
| Pacific Life | 4,821 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 4,710 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 3,260 | 0 | 0 | 0 | For |
| GPS Funds I | 2,945 | 0 | 0 | 0 | For |
Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.
Combines 3 wordings of this item as funds reported it.
83% 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 2027: Scott Schlackman
Medifast, Inc.’s own tally for this item (“Elect Director: Scott Schlackman”): 3,842,303 for, 795,603 against, per its Form 8-K filed May 26, 2026 (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 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: 83% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 47 asset managers below reported 1,604,324 for, 432,797 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 629,953 | 0 | 0 | 0 | For |
| Vanguard | 481,866 | 1,805 | 0 | 0 | For |
| BlackRock | 0 | 326,943 | 0 | 0 | Against |
| American Century | 112,496 | 0 | 0 | 0 | For |
| EA Series Trust | 22,672 | 48,850 | 0 | 0 | Mixed |
| Federated Hermes | 65,859 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 44,146 | 0 | 0 | 0 | For |
| Dimensional | 42,575 | 0 | 0 | 0 | For |
| PIMCO | 40,825 | 0 | 0 | 0 | For |
| Victory Capital | 33,268 | 0 | 0 | 0 | For |
| TIAA | 0 | 23,304 | 0 | 0 | Against |
| Equitable | 17,500 | 3,591 | 0 | 0 | Mixed |
| Goldman Sachs | 19,948 | 0 | 0 | 0 | For |
| Fidelity | 19,068 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 0 | 17,787 | 0 | 0 | Against |
| JPMorgan | 14,054 | 0 | 0 | 0 | For |
| Invesco | 10,311 | 0 | 0 | 0 | For |
| Venerable Variable Insurance Trust | 8,986 | 0 | 0 | 0 | For |
| Lincoln Financial | 7,429 | 0 | 0 | 0 | For |
| Northern Trust | 6,066 | 0 | 0 | 0 | For |
| Global X | 5,070 | 0 | 0 | 0 | For |
| Pacific Life | 0 | 4,821 | 0 | 0 | Against |
| Bridge Builder Trust | 0 | 4,710 | 0 | 0 | Against |
| AIG/SunAmerica | 3,260 | 0 | 0 | 0 | For |
| GPS Funds I | 2,945 | 0 | 0 | 0 | For |
Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.
Combines 3 wordings of this item as funds reported it.
92% 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 2027: Andrea B. Thomas
Medifast, Inc.’s own tally for this item (“Elect Director: Andrea B. Thomas”): 4,260,999 for, 378,012 against, per its Form 8-K filed May 26, 2026 (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 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: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 47 asset managers below reported 1,935,293 for, 101,828 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 629,953 | 0 | 0 | 0 | For |
| Vanguard | 482,440 | 1,231 | 0 | 0 | For |
| BlackRock | 326,943 | 0 | 0 | 0 | For |
| American Century | 112,496 | 0 | 0 | 0 | For |
| EA Series Trust | 71,522 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 65,859 | 0 | 0 | Against |
| BRIDGEWAY FUNDS INC | 44,146 | 0 | 0 | 0 | For |
| Dimensional | 42,575 | 0 | 0 | 0 | For |
| PIMCO | 40,825 | 0 | 0 | 0 | For |
| Victory Capital | 33,268 | 0 | 0 | 0 | For |
| TIAA | 0 | 23,304 | 0 | 0 | Against |
| Equitable | 21,091 | 0 | 0 | 0 | For |
| Goldman Sachs | 19,948 | 0 | 0 | 0 | For |
| Fidelity | 19,068 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| JPMorgan | 14,054 | 0 | 0 | 0 | For |
| Invesco | 0 | 10,311 | 0 | 0 | Against |
| Venerable Variable Insurance Trust | 8,986 | 0 | 0 | 0 | For |
| Lincoln Financial | 7,429 | 0 | 0 | 0 | For |
| Northern Trust | 6,066 | 0 | 0 | 0 | For |
| Global X | 5,070 | 0 | 0 | 0 | For |
| Pacific Life | 4,821 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 4,710 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 3,260 | 0 | 0 | 0 | For |
| GPS Funds I | 2,945 | 0 | 0 | 0 | For |
Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.
Combines 3 wordings of this item as funds reported it.
92% 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 2027: Ming Xian
Medifast, Inc.’s own tally for this item (“Elect Director: Ming Xian”): 4,275,817 for, 356,337 against, per its Form 8-K filed May 26, 2026 (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 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: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 47 asset managers below reported 1,968,908 for, 68,213 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 629,953 | 0 | 0 | 0 | For |
| Vanguard | 482,440 | 1,231 | 0 | 0 | For |
| BlackRock | 326,943 | 0 | 0 | 0 | For |
| American Century | 112,496 | 0 | 0 | 0 | For |
| EA Series Trust | 71,522 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 65,859 | 0 | 0 | Against |
| BRIDGEWAY FUNDS INC | 44,146 | 0 | 0 | 0 | For |
| Dimensional | 42,575 | 0 | 0 | 0 | For |
| PIMCO | 40,825 | 0 | 0 | 0 | For |
| Victory Capital | 33,268 | 0 | 0 | 0 | For |
| TIAA | 23,304 | 0 | 0 | 0 | For |
| Equitable | 21,091 | 0 | 0 | 0 | For |
| Goldman Sachs | 19,948 | 0 | 0 | 0 | For |
| Fidelity | 19,068 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| JPMorgan | 14,054 | 0 | 0 | 0 | For |
| Invesco | 10,311 | 0 | 0 | 0 | For |
| Venerable Variable Insurance Trust | 8,986 | 0 | 0 | 0 | For |
| Lincoln Financial | 7,429 | 0 | 0 | 0 | For |
| Northern Trust | 6,066 | 0 | 0 | 0 | For |
| Global X | 5,070 | 0 | 0 | 0 | For |
| Pacific Life | 4,821 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 4,710 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 3,260 | 0 | 0 | 0 | For |
| GPS Funds I | 2,945 | 0 | 0 | 0 | For |
Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.
69% Approved · of votes cast
Description as filed by funds: Approve the Amended and Restated 2012 Share Incentive Plan.
Medifast, Inc.’s own tally for this item (“(iv) The stockholders voted on a proposal to approve the Amended 2012 Plan.”): 3,195,078 for, 1,442,997 against — passed, per its Form 8-K filed May 26, 2026 (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: 69% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 47 asset managers below reported 1,187,273 for, 849,848 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 0 | 629,953 | 0 | 0 | Against |
| Vanguard | 481,859 | 1,812 | 0 | 0 | For |
| BlackRock | 326,943 | 0 | 0 | 0 | For |
| American Century | 0 | 112,496 | 0 | 0 | Against |
| EA Series Trust | 22,672 | 48,850 | 0 | 0 | Mixed |
| Federated Hermes | 65,859 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 44,146 | 0 | 0 | 0 | For |
| Dimensional | 42,575 | 0 | 0 | 0 | For |
| PIMCO | 40,825 | 0 | 0 | 0 | For |
| Victory Capital | 33,268 | 0 | 0 | 0 | For |
| TIAA | 0 | 23,304 | 0 | 0 | Against |
| Equitable | 3,591 | 17,500 | 0 | 0 | Mixed |
| Goldman Sachs | 19,948 | 0 | 0 | 0 | For |
| Fidelity | 19,068 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| JPMorgan | 14,054 | 0 | 0 | 0 | For |
| Invesco | 10,311 | 0 | 0 | 0 | For |
| Venerable Variable Insurance Trust | 8,093 | 893 | 0 | 0 | Mixed |
| Lincoln Financial | 7,429 | 0 | 0 | 0 | For |
| Northern Trust | 0 | 6,066 | 0 | 0 | Against |
| Global X | 0 | 5,070 | 0 | 0 | Against |
| Pacific Life | 4,821 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 4,710 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 3,260 | 0 | 0 | 0 | For |
| GPS Funds I | 2,945 | 0 | 0 | 0 | For |
Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.
Combines 4 wordings of this item as funds reported it.
86% 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.”): 3,996,046 for, 637,173 against — passed, per its Form 8-K filed May 26, 2026 (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: 86% 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 |
|---|---|---|---|---|---|
| Charles Schwab | 629,953 | 0 | 0 | 0 | For |
| Vanguard | 483,091 | 579 | 0 | 0 | For |
| BlackRock | 326,943 | 0 | 0 | 0 | For |
| American Century | 0 | 112,496 | 0 | 0 | Against |
| EA Series Trust | 22,672 | 48,850 | 0 | 0 | Mixed |
| Federated Hermes | 65,859 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 0 | 44,146 | 0 | 0 | Against |
| Dimensional | 0 | 42,575 | 0 | 0 | Against |
| PIMCO | 40,825 | 0 | 0 | 0 | For |
| Victory Capital | 33,268 | 0 | 0 | 0 | For |
| TIAA | 0 | 23,304 | 0 | 0 | Against |
| Equitable | 3,591 | 17,500 | 0 | 0 | Mixed |
| Goldman Sachs | 19,948 | 0 | 0 | 0 | For |
| Fidelity | 19,068 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| JPMorgan | 14,054 | 0 | 0 | 0 | For |
| Invesco | 10,311 | 0 | 0 | 0 | For |
| Venerable Variable Insurance Trust | 8,986 | 0 | 0 | 0 | For |
| Lincoln Financial | 5,987 | 1,442 | 0 | 0 | Mixed |
| Northern Trust | 6,066 | 0 | 0 | 0 | For |
| Global X | 5,070 | 0 | 0 | 0 | For |
| Pacific Life | 4,821 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 4,710 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 3,260 | 0 | 0 | 0 | For |
| GPS Funds I | 2,945 | 0 | 0 | 0 | For |
Fund voting reports, all 45 managers: 1,739,668 for, 297,427 against. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 629,986 | 0 | 0 | 0 | For |
| Steamboat Capital Partners, LLC | 595,023 | 0 | 0 | 0 | For |
| Renaissance | 412,256 | 0 | 0 | 0 | For |
| Man Group plc | 189,337 | 0 | 0 | 0 | For |
| BlackRock | 124,439 | 7,891 | 0 | 0 | Mixed |
| Peapod Lane Capital LLC | 0 | 123,771 | 0 | 0 | Against |
| American Century | 0 | 113,610 | 0 | 0 | Against |
| DE Shaw | 109,232 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 90,487 | 0 | 0 | 0 | For |
| State Street | 81,937 | 37 | 0 | 0 | For |
| Two Sigma | 77,829 | 0 | 0 | 0 | For |
| Goldman Sachs | 73,121 | 0 | 0 | 0 | For |
| T. Rowe Price | 72,135 | 0 | 0 | 0 | For |
| Federated Hermes | 67,375 | 0 | 0 | 0 | For |
| Vanguard | 67,166 | 0 | 0 | 0 | For |
| Northern Trust | 57,800 | 0 | 0 | 0 | For |
| BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0 | 46,046 | 0 | 0 | Against |
| Victory Capital | 33,268 | 0 | 0 | 0 | For |
| AllianceBernstein | 0 | 27,320 | 0 | 0 | Against |
| Nuveen | 0 | 26,563 | 0 | 0 | Against |
| AQR | 24,917 | 0 | 0 | 0 | For |
| Maryland State Retirement & Pension System | 21,655 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 19,415 | 0 | 0 | 0 | For |
| PACIFIC INVESTMENT MANAGEMENT CO LLC | 12,034 | 0 | 0 | 0 | For |
| Dimensional | 0 | 11,608 | 0 | 0 | Against |
Institutional-manager reports, all 112 managers: 2,854,628 for, 360,599 against, 185 abstained. Showing the 25 largest; see all in the interactive database.
99.1% 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, 2026.
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, 2026.”): 6,411,175 for, 53,444 against — passed, per its Form 8-K filed May 26, 2026 (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 47 asset managers below reported 2,037,120 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Charles Schwab | 629,953 | 0 | 0 | 0 | For |
| Vanguard | 483,670 | 0 | 0 | 0 | For |
| BlackRock | 326,943 | 0 | 0 | 0 | For |
| American Century | 112,496 | 0 | 0 | 0 | For |
| EA Series Trust | 71,522 | 0 | 0 | 0 | For |
| Federated Hermes | 65,859 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 44,146 | 0 | 0 | 0 | For |
| Dimensional | 42,575 | 0 | 0 | 0 | For |
| PIMCO | 40,825 | 0 | 0 | 0 | For |
| Victory Capital | 33,268 | 0 | 0 | 0 | For |
| TIAA | 23,304 | 0 | 0 | 0 | For |
| Equitable | 21,091 | 0 | 0 | 0 | For |
| Goldman Sachs | 19,948 | 0 | 0 | 0 | For |
| Fidelity | 19,068 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 17,787 | 0 | 0 | 0 | For |
| JPMorgan | 14,054 | 0 | 0 | 0 | For |
| Invesco | 10,311 | 0 | 0 | 0 | For |
| Venerable Variable Insurance Trust | 8,986 | 0 | 0 | 0 | For |
| Lincoln Financial | 7,429 | 0 | 0 | 0 | For |
| Northern Trust | 6,066 | 0 | 0 | 0 | For |
| Global X | 5,070 | 0 | 0 | 0 | For |
| Pacific Life | 4,821 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 4,710 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 3,260 | 0 | 0 | 0 | For |
| GPS Funds I | 2,945 | 0 | 0 | 0 | For |
Showing the 25 largest of 47 asset managers. See all 47 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 11,119,115 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Charles Schwab | 5.67% |
| 2 | Vanguard | 4.35% |
| 3 | BlackRock | 2.94% |
| 4 | American Century | 1.01% |
| 5 | EA Series Trust | 0.64% |
| 6 | Federated Hermes | 0.59% |
| 7 | BRIDGEWAY FUNDS INC | 0.40% |
| 8 | Dimensional | 0.38% |
| 9 | PIMCO | 0.37% |
| 10 | Victory Capital | 0.30% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Charles Schwab | 5.67% |
| 2 | Steamboat Capital Partners, LLC | 5.35% |
| 3 | Renaissance | 3.71% |
| 4 | Man Group plc | 1.70% |
| 5 | BlackRock | 1.19% |
| 6 | Peapod Lane Capital LLC | 1.11% |
| 7 | American Century | 1.02% |
| 8 | DE Shaw | 0.98% |
| 9 | PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0.81% |
| 10 | State Street | 0.74% |
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 | 8.49% | 13F |
| Renaissance Technologies | 6.96% | 13F |
| Citadel Advisors | 6.69% | 13F |
| Vanguard Group | 6.40% | 13F |
| Charles Schwab | 5.68% | 13F |
| Susquehanna Portfolio Strategies, LLC | 5.28% | 13G |
| Dimensional Fund Advisors | 3.25% | 13F |
| Two Sigma | 3.04% | 13F |
| Morgan Stanley | 3.01% | 13F |
| Kenneth Griffin | 2.61% | 13G |
Percentages above are of 11,119,115 shares outstanding, as reported by Medifast, Inc. on its Form 10-Q dated April 27, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 April 27, 2026. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.
At Medifast, Inc.'s shareholder meeting held May 19, 2026, in the 2025-2026 proxy season, 146 asset managers reported how they voted on 10 ballot items in their SEC Form N-PX filings, covering 1,490 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 86% 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 May 26, 2026.
Medifast, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.