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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 7, 2020, Michael C. MacDonald resigned, effective immediately, as a director and Chairman of the Board of Directors (the "Board") of Medifast, Inc. (the "Company"). Mr. MacDonald's resignation did not involve any disagreement with management or the Board related to the Company's operations, policies or practices.

To fill the vacancy created by Mr. MacDonald's resignation, on December 10, 2020, the Board appointed Mr. Daniel Chard, Chief Executive Officer and current director of the Company, as Executive Chairman of the Board. Mr. Chard has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Chard and any other person pursuant to which he is being appointed as the Executive Chairman of the Board.




Item 8.01. Other Events.

On December 10, 2020, the Company issued a press release announcing the declaration of a cash dividend by the Board. 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 December 10, 2020 titled "Medifast, Inc. Announces
            Quarterly Dividend"
   104.1    Cover Page Interactive Data File (embedded within the Inline
            XBRLDocument)

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