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






On June 2, 2021, Medifast, Inc. (the "Company") held its 2021 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 and broker non-votes for the directors nominated for re-election to the Board are set forth below:





         Director Name                  For             Against         Abstained       Broker Non-Votes
Jeffrey J. Brown                     8,517,021.68       396,525.00        2,649.00           1,251,038.00
Kevin G. Byrnes                      8,534,416.68       379,046.00        2,733.00           1,251,038.00
Daniel R. Chard                      8,287,514.67       626,030.00        2,651.01           1,251,038.00
Constance C. Hallquist               8,394,813.67       519,006.00        2,376.01           1,251,038.00
Michael A. Hoer                      8,532,794.68       380,661.00        2,740.00           1,251,038.00
Scott Schlackman                     8,507,044.68       406,494.00        2,657.00           1,251,038.00
Andrea B. Thomas                     8,481,550.67       432,092.00        2,553.01           1,251,038.00
Ming Xian                            8,409,917.68       503,160.00        3,118.00           1,251,038.00





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, 2021. The proposal was approved by a vote of
stockholders as follows:



      For: 10,109,257.06
  Against: 52,363.62
Abstained: 5,613.00





(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: 8,651,595.06
         Against: 244,599.62
       Abstained: 20,001.00
Broker Non-Votes: 1,251,038.00


Item 8.01. Other Events.




On June 3, 2021, 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 3, 2021 titled "Medifast, Inc. Announces
                  Quarterly Dividend"
         104.1    Cover Page Interactive Data File (embedded within the Inline
                  XBRLDocument)




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