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  4. [8-K] MEDIFAST INC Reports Material Event

Nicholas Johnson becomes Medifast (NYSE: MED) CEO as investors back equity plan

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8-K

Rhea-AI Filing Summary

Medifast, Inc. reported stockholder approval of an amendment to its Amended and Restated 2012 Share Incentive Plan, adding authorization for 250,000 additional shares of common stock for equity awards. The amended plan became effective upon approval at the 2026 annual meeting.

The Board appointed Nicholas Johnson as Chief Executive Officer, succeeding Dan Chard, who transitions to non-executive Chairman. Johnson’s package includes a $600,000 annual base salary, a target annual bonus equal to 100% of base salary, and a long-term incentive target equal to 250% of base salary, a 69% increase versus his prior compensation as President.

Stockholders also re-elected all director nominees, ratified RSM US LLP as independent auditor for the 2026 fiscal year, approved executive compensation on an advisory basis, and approved the amended share incentive plan.

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Insights

Medifast combines a planned CEO transition with a modest equity plan expansion.

Medifast is executing an orderly leadership change, moving long-time leader Dan Chard to non-executive Chairman while promoting internal executive Nicholas Johnson to CEO. This preserves institutional knowledge and signals continuity, since the transition had been disclosed previously and Johnson has held several senior roles.

The amendment to the Amended and Restated 2012 Share Incentive Plan authorizes an additional 250,000 shares for equity awards. This supports ongoing use of stock-based compensation and incentives, though the filing does not quantify the increase relative to total shares outstanding. Advisory approval of named executive officer pay and routine auditor ratification indicate broad stockholder support for current governance and pay structures.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Additional share authorization 250,000 shares Increase in common stock authorized under Amended and Restated 2012 Share Incentive Plan
CEO base salary $600,000 per year Annual base salary for Nicholas Johnson as Chief Executive Officer
Target annual bonus 100% of base salary CEO bonus target under company bonus program, payout based on company performance
Long-term incentive target 250% of base salary CEO target annual grant value under Long-Term Incentive Plan from 2027 performance year
Compensation increase 69% Increase in Nicholas Johnson’s total target compensation vs. prior President role
Auditor ratification votes for 6,411,175 shares Votes in favor of ratifying RSM US LLP as 2026 independent auditor
Say-on-pay votes for 3,996,046 shares Votes in favor of advisory approval of named executive officer compensation
Equity plan approval votes for 3,195,078 shares Votes in favor of approving the Amended 2012 Share Incentive Plan
Amended and Restated 2012 Share Incentive Plan financial
"approved an amendment to the Amended and Restated 2012 Share Incentive Plan (the "2012 Plan")"
broker non-votes financial
"Director Name | For | Against | Abstained | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Deferred Restricted Stock Units financial
"grants are made in the form of Deferred Restricted Stock Units (40%) and Performance Stock Units (60%)"
Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.
Performance Stock Units financial
"grants are made in the form of Deferred Restricted Stock Units (40%) and Performance Stock Units (60%)"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Independent Registered Public Accounting Firm regulatory
"ratify the appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
0000910329FALSE00009103292026-05-262026-05-260000910329exch:XNYS2026-05-262026-05-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2026
MEDIFAST, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3157313-3714405
(State or other
jurisdiction of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
1501 S. Clinton Street, Suite 500, Baltimore, Maryland 21224
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 581-8042
N/A
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.001 per share
MED
New York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o



Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;                         Compensatory Arrangements of Certain Officers.

Stockholder Approval of the Amended and Restated 2012 Share Incentive Plan

On May 19, 2026, at the Company’s 2026 annual meeting of stockholders (the "Annual Meeting"), as described below under Item 5.07 of this Current Report on Form 8-K, the stockholders of Medifast, Inc. (the "Company") approved an amendment to the Amended and Restated 2012 Share Incentive Plan (the "2012 Plan") primarily to increase the number of shares of the Company's common stock authorized for issuance under the 2012 Plan by 250,000 shares (as amended, the “Amended 2012 Plan”). The Amended 2012 Plan became effective immediately upon stockholder approval at the Annual Meeting.
A description of the material terms of the Amended 2012 Plan is included in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission ("SEC") on April 6, 2026 (the “Proxy Statement”), under the section captioned "PROPOSAL 4 - APPROVAL OF THE AMENDED AND RESTATED 2012 SHARE INCENTIVE PLAN," which description is incorporated herein by reference.

The descriptions of the Amended 2012 Plan contained herein and in the Proxy Statement are not complete and are qualified in their entireties by the full text of the Amended 2012 Plan, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

Appointment of Chief Executive Officer

As described in Current Report on Form 8-K filed with the SEC on January 5, 2026, Daniel Chard, Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of the Company announced his planned transition to non-executive Chairman of the Board, effective June 1, 2026. Mr. Chard’s transition is not due to and does not involve any disagreement with management or the Board related to the Company’s operations, policies or practices.

On May 20, 2026, the Board appointed Nicholas Johnson, age 46, to serve as Chief Executive Officer of the Company, effective June 1, 2026. In connection with Mr. Johnson's appointment to Chief Executive Officer, Mr. Johnson entered into an offer letter (the “Offer Letter”) with the Company providing for the following terms: (a) annual base salary of $600,000; (b) participation in the Company’s bonus program with a target bonus equal to 100% of his base salary, with the actual payout to be based on company performance; and (c) Long Term Incentive target at 250% of his base salary, representing an approximate 69% increase in total compensation as compared to compensation for his prior role of President.

The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Mr. Johnson joined Medifast in 2018 as Market President of OPTAVIA USA and was named President, Coach and Client Experience in 2020. He took the role of Chief Field Operations Officer in 2022, and was responsible for leading the OPTAVIA Field and Technology organizations. In early 2026, Mr. Johnson was appointed President of Medifast and began leading the Company's enterprise marketing, scientific and clinical affairs, product development, and consumable product and plan management teams. Prior to joining Medifast, he held senior sales, marketing, and management roles with Nu Skin Enterprises.

There are no family relationships between Mr. Johnson and any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. There are no arrangements or understandings between Mr. Johnson and any other persons pursuant to which he was selected as Chief Executive Officer. Mr. Johnson has no direct or indirect material interest in any transaction or currently proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 5.07.    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as described below.

(i) The number of shares voted and broker non-votes for the directors nominated for election to the Board are set forth below.



Director NameForAgainstAbstainedBroker Non-Votes
Daniel R. Chard4,377,045261,81110,2371,840,102
Elizabeth A. Geary4,313,878323,55111,6641,840,102
Parsa Kiai4,378,697259,27911,1171,840,102
Jeffrey Rose4,398,976238,92911,1881,840,102
Scott Schlackman3,842,303795,60311,1871,840,102
Andrea B. Thomas4,260,999378,01210,0821,840,102
Ming Xian4,275,817356,33716,9391,840,102

Accordingly, each of the individuals listed above was 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, 2026.

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

For:6,411,175
Against:53,444
Abstained:24,576

(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:3,996,046
Against:637,173
Abstained:15,874
Broker Non-Votes:1,840,102

(iv) The stockholders voted on a proposal to approve the Amended 2012 Plan.

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

For:3,195,078
Against:1,442,997
Abstained:11,018
Broker Non-Votes:1,840,102

Item 7.01 Regulation FD Disclosure.

On May 26, 2026, the Company issued a press release announcing Mr. Johnson's appointment as Chief Executive Officer to succeed Daniel R. Chard, who will serve as the Company's non-executive Chairman. A copy of the press release is attached as Exhibit 99.2 to this Form 8-K and incorporated herein by reference. This information is being furnished in this report and shall not be deemed to be "filed" for any purpose, including for the purpose of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1993, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.



Item 9.01.    Financial Statements and Exhibits.
(d)
Exhibits.
10.1
Amended and Restated 2012 Share Incentive Plan
99.1
Offer Letter by and between Nicholas Johnson and Jason Pharmaceuticals, Inc.
99.2
Press Release dated May 26, 2026, entitled "Medifast Confirms Appointment of Nicholas Johnson as Chief Executive Officer"
104.1Cover Page Interactive Data File (embedded within the Inline XBRL Document)


Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MEDIFAST, INC.
By:/s/ James P. Maloney
James P. Maloney
Chief Financial Officer
Dated: May 26, 2026


Date:        May 20, 2026

To:        Nick Johnson

From:        Dan Chard
        Chief Executive Officer & Board Chairman

Subject:    Promotion

CC:        Personnel file of Nick Johnson

Dear Nick,

Congratulations on your promotion to Chief Executive Officer effective June 8, 2026. Your new annual salary is $600,000 per year paid bi-weekly.

You continue to be eligible to participate in our annual Success Sharing Incentive Plan target at the Band F level, with an award target equal to 100% of your Base Annual Salary as of December 31st of the plan year. The actual bonus amount awarded will be determined based on Medifast’s financial performance and is subject to the terms of the Success Sharing Incentive Plan. The Success Sharing Incentive Plan, and your participation thereunder, are subject to change by the Company in its sole discretion.

Additionally, you will continue to participate in our Long-Term Incentive (LTI) Plan. Under the current LTI Plan and for your band level, grants are made in the form of Deferred Restricted Stock Units (40%) and Performance Stock Units (60%), under the Amended and Restated 2012 Share Incentive Plan, on an annual basis. Effective for the 2027 performance year, your annual target grant value will be equal to 250% of your base salary and will be subject to the terms of the LTI Plan and any written award agreement. More details regarding the LTI Plan are available in the plan document. The LTI Plan, and your participation in the LTI Plan, are subject to change by the Company in its sole discretion.

The above total target compensation change represents a 69% increase vs. your current package.

Nick, your contributions to the advancement of our mission have been numerous, you are a highly valued member of our team. I am excited about your opportunities for continued growth and development as we continue to execute an audacious growth plan. The meaningful work you do each day makes a difference in the lives of so many on their journey toward Optimal Metabolic Health and Wellbeing as we align the company and the field with repeatable opportunity renewal business rhythm.


Please indicate acceptance of these changes by signing below.


/s/ Nicholas Johnson


Medifast Confirms Appointment of Nicholas Johnson as Chief Executive Officer 

Johnson will succeed Dan Chard as CEO; Chard to remain Chairman of the Board

BALTIMORE — May 26, 2026 — Medifast, Inc. (NYSE: MED) today announced that its Board of Directors has formally appointed Nicholas Johnson as Chief Executive Officer, effective June 1, 2026. Johnson will succeed Dan Chard as CEO, who will continue to serve as Chairman of the Board. 

The appointment follows the leadership transition plan that the company disclosed in January and reflects the Board’s confidence in Johnson’s leadership and the company’s strategic direction. Chard will remain actively engaged as Chairman of the Board, supporting Johnson and the leadership team while continuing to provide strategic oversight. 

“Nick has been a driving force behind our transformation into a comprehensive metabolic health company, and the Board is confident that he is the right leader to guide Medifast into its next chapter,” said Dan Chard, Chairman and outgoing Chief Executive Officer of Medifast. “Over the past several years, we have repositioned the business and advanced our coach-led model. Nick has played a central role in that progress, and I am confident in his ability to build on this momentum as CEO.” 

Johnson currently serves as President of Medifast and has worked closely with Chard and the Board during a structured transition period to ensure continuity and stability.  

"I'm grateful for the trust the Board has placed in me," said Nicholas Johnson. "Metabolic dysfunction is one of the major health crises of our generation, and it's only getting worse. What we have at Medifast is rare: evidence-based science that delivers real results, and a network of coaches who help clients put that science to work every day. I have strong confidence in the power of this combination to transform millions more lives." 

A seasoned leader in direct selling with nearly 20 years in the industry, Johnson joined Medifast in 2018 as Market President of OPTAVIA USA and was named President, Coach and Client Experience in 2020. He took the role of Chief Field Operations Officer in 2022, where he worked to strengthen the field — the engine of the company’s coach-led model and an important driver of Medifast’s business. In early 2026, Johnson was appointed President of Medifast. Through these roles, Johnson has helped shape a unified business model and guided the company through a period of significant market change. Prior to joining Medifast, he held senior sales, marketing, and management roles with Nu Skin Enterprises. 

 

About Medifast 



Medifast (NYSE: MED) is the health and wellness company known for its science-backed, coach-guided lifestyle system. Designed to address the challenges of metabolic dysfunction, the company’s holistic approach integrates personalized plans, scientifically developed products, and a framework for sustainable habit creation — all supported by a dedicated network of independent coaches. 

Driven to improve metabolic health through advanced science and comprehensive behavioral support, Medifast has introduced Metabolic Synchronization®, breakthrough science that targets metabolic dysfunction through a comprehensive system focused on fat loss, lean mass preservation, and long-term health. 

Backed by more than 40 years of clinical heritage, Medifast continues to advance its mission of Lifelong Transformation, Making a Healthy Lifestyle Second Nature®. For more information, visit MedifastInc.com.


Source: View Original Filing on SEC EDGAR

FAQ

What equity plan change did Medifast (MED) stockholders approve at the 2026 annual meeting?

Stockholders approved an amendment to Medifast’s Amended and Restated 2012 Share Incentive Plan, authorizing 250,000 additional shares of common stock for issuance under the plan. The amended plan became effective immediately upon stockholder approval at the 2026 annual meeting.

Who is the new CEO of Medifast (MED) and what role will the former CEO hold?

Medifast’s Board appointed Nicholas Johnson as Chief Executive Officer, succeeding Dan Chard. Chard will become non-executive Chairman of the Board, remaining actively involved in providing strategic oversight and supporting Johnson and the leadership team following the planned transition.

What is Nicholas Johnson’s compensation package as Medifast (MED) CEO?

Nicholas Johnson’s CEO package includes an annual base salary of $600,000, a target annual bonus equal to 100% of base salary under the bonus plan, and a long-term incentive target equal to 250% of base salary, representing a 69% increase from his prior role’s compensation.

How did Medifast (MED) stockholders vote on say-on-pay for executive compensation?

Medifast stockholders approved, on an advisory basis, the compensation of named executive officers with 3,996,046 shares voting for, 637,173 against, and 15,874 abstaining, plus 1,840,102 broker non-votes. This indicates broad support for the company’s current executive pay practices.

Which audit firm did Medifast (MED) stockholders ratify for fiscal year 2026?

Stockholders ratified RSM US LLP as Medifast’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026. The vote totaled 6,411,175 shares for, 53,444 against, and 24,576 abstaining, reflecting strong support for retaining the audit firm.

Were Medifast (MED) director nominees re-elected at the 2026 annual meeting?

All nominated directors, including Daniel R. Chard and six other nominees, were re-elected to Medifast’s Board. Each received more votes cast "for" than "against," with additional broker non-votes, and will serve until the next annual meeting or earlier departure events.

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