Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On March 4, 2020, Medifast, Inc. (the "Company") and Timothy G. Robinson, the Company's Chief Financial Officer, agreed that Mr. Robinson will depart from his position as Chief Financial Officer and any and all other positions he holds as an officer or employee of the Company, effective March 31, 2020. Mr. Robinson's departure was not the result of any disagreement with the Company nor any issue related to the Company's financial statements or accounting practices.

In connection with Mr. Robinson's departure, the Company has commenced a search for a permanent replacement. On March 4, 2020, the Company appointed Joseph P. Kelleman, Vice President of Finance, and the Company's Corporate Controller until February 4, 2020, as interim Chief Financial Officer effective April 1, 2020, and designated him to serve as principal financial officer of the Company on an interim basis until such time as Mr. Robinson's permanent successor is named. Mr. Kelleman served as the Company's Corporate Controller from December 2012 to February 2020. Prior to that, Mr. Kelleman served as the Director of Finance Supply Chain from February 2012 to December 2012, and Interim Chief Financial Officer from December 2012 until February 2013.

Mr. Kelleman has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Kelleman and any other person pursuant to which he is being appointed as the principal financial officer of the Company.

Item 7.01 Regulation FD Disclosure.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits.



  99.1       Medifast Announces Chief Financial Officer Transition
104.1      Cover Page Interactive Data File (embedded within the Inline XBRL Document)






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