Medifast (MED) Proxy filing summary

Voting matters and shareholder proposals

• Seven nominees are up for election to the board of directors for one-year terms expiring in 2027.

• Ratification of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026 is proposed.

• Advisory approval of named executive officer compensation is on the agenda.

• Approval of the Amended and Restated 2012 Share Incentive Plan is proposed.

• Other business may be transacted as may properly come before the meeting or any adjournment.

Board of directors and corporate governance

• Board recommends voting for all seven director nominees, each to serve a one-year term.

Executive compensation and say-on-pay

• Advisory vote on executive compensation for named executive officers is included.

• Board recommends approval of the Amended and Restated 2012 Share Incentive Plan.