Medifast (MED) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 19, 2026, with voting on four key proposals including director elections, auditor ratification, executive compensation, and an amended share incentive plan.

• Strategic transformation in 2025 focused on holistic metabolic health, leveraging proprietary science and coach-led programs, resulting in improved coach productivity and financial stability.

• Leadership transition planned for June 2026, with separation of Chairman and CEO roles.

• Strong governance practices include a majority independent and diverse board, annual self-assessments, and robust stockholder outreach.

Voting matters and shareholder proposals

• Election of seven directors, including two new nominees, for one-year terms.

• Ratification of RSM US LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of an amendment to the 2012 Share Incentive Plan to add 250,000 shares.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board comprises seven members, with six independent directors and a diverse mix of backgrounds and expertise.

• Annual review of director independence and committee assignments.

• Lead Independent Director role to be reassigned after the meeting.

• Four standing committees: Audit, Compensation, Nominating/Corporate Governance, and Executive.

• Annual board and committee self-assessments and director orientation programs.