Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 15, 2020, Medifast, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders voted on the following three proposals and cast their votes as described below.

(i) The number of shares voted, abstained and broker non-votes for the directors nominated for election to the Company's Board of Directors are set forth below:

Director Name For Against Abstained Broker Non-Votes Jeffrey J. Brown 8,974,966 217,392 11,464 1,236,243 Kevin G. Byrnes 8,973,435 218,926 11,461 1,236,243 Daniel R. Chard 8,975,248 216,928 11,646 1,236,243 Constance C. Hallquist 8,644,770 538,661 20,391 1,236,243 Michael A. Hoer 8,972,215 220,073 11,534 1,236,243 Michael C. MacDonald 8,944,768 248,712 10,342 1,236,243 Carl E. Sassano 8,939,663 251,661 12,498 1,236,243 Scott Schlackman 8,922,168 270,221 11,433 1,236,243 Andrea B. Thomas 8,983,544 207,971 12,307 1,236,243 Ming Xian

              8,921,559 270,764  11,499      1,236,243

Accordingly, each of individuals listed above were 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.

(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, 2020. The proposal was approved by a vote of stockholders as follows:





      For: 10,296,738
  Against: 69,942
Abstained: 73,385

(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. The proposal was approved by a vote of the stockholders as follows:





             For: 7,862,551
         Against: 1,277,283
       Abstained: 63,988
Broker Non-Votes: 1,236,243


Item 8.01. Other Events.

On June 16, 2020, the Company issued a press release announcing the declaration of a cash dividend by the Company's Board of Directors. 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 June 16, 2020 titled "Medifast, Inc. Announces
            Quarterly Dividend"
   104.1    Cover Page Interactive Data File (embedded within the Inline
            XBRLDocument)




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