UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to 240.14a-12
MEDIFAST, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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Notice of Annual Meeting
and Proxy Statement
Annual Meeting of Stockholders
Monday,Wednesday, June 15, 20202, 2021
NOTICE OF 20202021 ANNUAL MEETING OF STOCKHOLDERS OF MEDIFAST, INC.
TO BE HELD ON MONDAY,WEDNESDAY, JUNE 15, 20202, 2021
April 28, 202014, 2021
DEAR FELLOW STOCKHOLDERS OF MEDIFAST, INC.
Notice is hereby given that the 20202021 annual meeting of stockholders (the “Annual Meeting”) of Medifast, Inc. (the “Company” or “Medifast”) will be held on Monday,Wednesday, June 15, 2020,2, 2021, at 4:30 p.m. ET,Eastern Time in a virtual format via live audio webcast at https://web.lumiagm.com/258080113, for the following purposes, as more fully described in the accompanying Proxy Statement:
1.
To elect teneight nominees to the Board of Directors to serve for a one yearone-year term expiring in 2021;2022;
2.
To ratify the appointment of RSM US LLP (“RSM”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020;2021;
3.
To approve, on an advisory basis, the compensation of the Company’s named executive officers;
4.
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
In light of public health concerns regardingWe continue to embrace the coronavirus (“COVID-19”) outbreak, this year’s Annual Meeting will be conducted inlatest technology to provide expanded access, improved communications and cost savings. We believe hosting a virtual format only in order to assist in protectingmeeting enables increased stockholder attendance and participation from locations around the health and wellbeing of our stockholders and employees, and to provide access to our stockholders regardless of geographic location.world. There is no in-person meeting for you to attend. We designed the format of this year’sthe Annual meetingMeeting to ensure that our stockholders who attend the Annual Meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting.
Jason L. Groves, Esq.
Executive Vice President,
General Counsel &
Corporate Secretary
Whether or not you plan to attend the Annual Meeting, please vote your shares as soon as possible by telephone, via the Internet or by completing, dating, signing and returning a proxy card to ensure your shares are voted, or, if you hold your shares in street name, by following the instructions provided by your bank, broker or other nominee. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.
We believe that effective corporate governance should include regular constructive conversations with our stockholders. Over the past year, we engaged in extensive stockholder outreach, including seeking and encouraging feedback from stockholders about our executive compensation and corporate governance practices. The following provides an overview of the feedback we received and the actions that we took during 2019 to address this feedback.
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Stockholders indicated a preference for annual equity grants that have performance metrics, giving the Compensation Committee the ability to assess the program year by year and make adjustments in grant value for successive year grants.
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New executive compensation program (beginning in 2019) provides annual equity grants, combining time-based and performance-based equity awards for key executives, with 60% of the target awards being performance-based.
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In our 2019 compensation program, 80% of target pay for our CEO is “at risk.”
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The Company has a strong current capital allocation strategy.
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The Company plans to place more of an emphasis on disclosing its approach to certain Environmental, Social and Governance (“ESG”) factors in the 2020 calendar year.
Through this program, we reached out to and engaged with stockholders representing approximately 48% of our outstanding common stock.
Corporate Governance Documents
You will find current copies of the following corporate governance documents on our website at https://ir.medifastinc.com/governancegovernance-documents:
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Corporate Governance Guidelines
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Code of Conduct and Business Ethics
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Audit Committee Charter
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Compensation Committee Charter
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Nominating/Corporate Governance Committee Charter
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Executive Committee Charter
Responsibility Snapshot
We are committed to corporate responsibility and sustainability and focus our efforts on creating sustainable customers, a sustainable company, and sustainable communities. Presently, we are developing a strategy to focus our environmental, social, and governance (ESG) efforts, policies, practices, and reporting. We believe we have demonstrated our commitment to ESG matters through various initiatives.
COVID-19 Update
In December 2019, a novel strain of coronavirus (“COVID-19”) was identified in Asia. Over the next several months, COVID-19 quickly spread across the world. In March 2020, the World Health Organization declared COVID-19 a worldwide pandemic. Although the COVID-19 pandemic has impacted our business operations in multiple ways, our manufacturing facility remains fully operational to date because we manufacture and sell products that are essential to the daily lives of consumers. In response to the public health crisis posed by COVID-19, we took numerous actions, including, but not limited to:
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instituting enhanced safety protocols, limited visitation to our plant and distribution center and rolling out additional sick leave (crisis pay) for our onsite essential employees;
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successfully implementing a work-from-home plan for all non-essential employees to comply with guidelines from government and health officials and also extended crisis pay;
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chaning the 2020 OPTAVIA covention from a live event in July to a virtual event;
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providing additional health and safety precaution in our headquarters, manufacturing and distribution centers�� including use of personal protective equipment and frequent hand sanitization; and
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process controls in relation to social distancing, visitors, travel and quarantine.
The Company’s priorities during the COVID-19 pandemic continue to be protecting the health and safety of our employees and OPTAVIA Coaches, and their families; maximizing the availability of products that help consumers with their needs; and the use of our employees’ talents and our resources to help society meet and overcome the current challenges.
Human Capital
People are at the heart of everything we do at Medifast, and we are committed to a learning environment and ensuring that our team members understand how their success translates to the success of the greater team, our Coaches, Clients, and stockholders.
We believe that the right mentor can accelerate learning, increase confidence, broaden perspectives and help each team member talent realize their true potential. All team members who desire to participate, have access to the Medifast Mentoring Program which supports a team member’s development by providing channels for self-development, learning and giving back. In addition, we implemented a performance management process, which we call PEAK (Perform, Engage, Advance, Know). As part of PEAK, team members and their people leaders have a regular cadence of conversations around goal setting, career/
development, mid-year check-in and year-end performance reviews. Our Summer Leadership Speaker series is another developmental tool we offer to our team members. The series features senior-level team members sharing their professional insights and stories, career journeys and what drives their passion for their current role.
Wellness is a significant part of who we are as a company, and to create a work environment that cultivates optimal health and wellbeing, healthy food options are made available in our vending machines and we provide our team members with a monthly allowance for free OPTAVIA food (up to $1,500 per year). We also identify the right to water as a fundamental human right, and provide a healthy hydration program that allows team members to access free flavored water via our Bevi machines, our newly implemented water dispensers. Additionally, our Bevi machines have a positive environmental impact by eliminating up to 55,000 one-time use water bottles in our offices. In addition to these initiatives, we also established a Wellness Committee that is made up of team members from across our organization who volunteer their time to plan events, webinars, trainings, and other events for their fellow employees, that are consistent with our mission. In 2020, Medifast was awarded a Gold Wellness at Work Award from the Maryland Department of Health Center for Chronic Disease Prevention and Control, as well as the Above and Beyond Silver level Aetna Workplace Well-Being Award.
Lastly, our Healthy Habits For All® Program is focused on advancing our mission and bringing healthy habits to even more people, aligning who we are with how we give. Together, we can give kids and families in our most at-risk communities the most powerful gift of all: the ability to transform their health and wellness destiny. Annually, our team members have an opportunity to participate in the events that serve their communities. Due to COVID-19, in-person opportunities were limited in 2020; nevertheless, our leadership team, in conjunction with local independent OPTAVIA Coaches, participated in an outdoor volunteer activity supporting the Living Classrooms Foundation. At a time when many people are prioritizing their mental health, our team assembled 250 “mindfulness bags” that were used to facilitate a virtual 8-week session with students in underserved communities. Medifast continues its efforts to be a good corporate citizen and has made monetary contributions to various local and global nonprofits throughout the year.
Promoting Diversity
The success of our teams is made possible by the diversity of backgrounds, perspectives, skills, and experiences of our associates. Diversity is one of Medifast’s Core Values and is an important part of our Company culture and we are committed to generating an open dialog with our team members as well as improving our learning on how to foster a more inclusive work environment. To bring diversity and inclusion to life, in 2020, we established a relationship with an external partner to assess our working environment and identify opportunities in the area of Diversity, Equity & Inclusion (“DEI”). We have also planned leadership trainings and workshops, to occur in 2021, that will establish the future framework for our DEI program. It is important to us that our DEI Program is meaningful and actionable, aimed at creating an empathetic, inclusive culture where different thoughts, ideas, experiences and identities are embraced, valued and celebrated. We believe that nurturing an inclusive environment means creating multiple pathways for two-way conversations between our team members and their peers as well as with leadership.
As of December 31, 2020:
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43% of our independent Board members were racially diverse or women
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44% of our executive officers were racially diverse or women
A list of our Officers can be found on page 19 herein.
Social Responsibility
In 2018, we launched our comprehensive philanthropic initiative, Healthy Habits for All®,For All, which promotes healthy habit creation by providing families in underserved communities with the education and access necessary to make healthy decisions. Through this program, the Company pledged to donate more than $2.5 million to local and national nonprofits through 2021. In September 2019, we introduced our annual service event, Healthy Habits For All Week. Each year, Medifast employees join forces with thousands ofalongside the Company’s independent OPTAVIAOPTAVIA Coaches to volunteer their time to provide children in underserved communities with the tools and resources needed to help transform their lives. In September 2019, we introduced a new event, Healthy Habits For All Week. Healthy Habits For All is the company’s philanthropic initiative and extends the work our Coaches do every day to bring healthy habits to even more people. Thousands of volunteers from the OPTAVIA Community and beyond joined forces to invest in the health and wellness of their local communities. Volunteer activities during the Company’s Healthy Habits For All Week supported Medifast’s nonprofit partners, Living Classrooms’ Baltimore Urban Gardening with Students (BUGS) program to deliver education around developing healthy habits; No Kid Hungry, a campaign by Share Our Strength, dedicated to ending childhood hunger in America, to ensure children have access to the nutritious food they need. Employees and independent OPTAVIA Coaches dedicated their time to service activities that aligned with that mission to provide the resources they need to make healthy choices a reality, from more than 2 million nutritious meals to hand-assembled bikes that inspire healthy motion.
OPTAVIA Coaches have dedicated their time to numerous service activities, from hosting healthy happy hours that raise money for deserving nonprofits to building bikes that inspire healthy motion for local children in the community. To date, the Company has donated up to 6 million* meals for children in underserved communities.
Additionally, Medifast is committed to operating its business in an ethical manner, and it expects the same standards from those organizations in its supply chain. In 2019, Medifast established a Vendor Code of Conduct, which went into effect in early 2020, and sets forth the procedures Medifast follows in order to obligate its third-party suppliers and their subcontractors within its supply chain, to comply with applicable laws, rules and regulations, including those relating to the environment applicable to our operations. Medifast also requires that its third-party suppliers and their subcontractors provide their employees with a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of employer facilities. Medifast will not tolerate any forced labor, child labor, harassment, abuse, or discrimination within the third-party suppliers and their subcontractors within its supply chain of its business.
How to Cast Your Vote
Your vote is important! Please cast your vote and play a part in the future of Medifast. Even if you plan to attend our Annual Meeting, please cast your vote as soon as possible.
Stockholders of record, who hold shares registered in their name, can vote by any of the following methods:
| | | | | | | | | | | | |
| | INTERNET
www.voteproxy.com
until 4:405:00 p.m.
Eastern Daylight
Time
on June 15, 20202, 2021 | | | BY TELEPHONE 1-800-776-9437 (In the United States) or 1-718-921-8500 (Internationally) until 4:405:00 p.m.
Eastern Daylight
Time
on June 15, 20202, 2021
| | | BY MAIL Completing, signing, and returning your proxy or voting instruction card before June 15, 20202, 2021 | | | VIRTUALLY at the annual meeting: If you are a stockholder of record or a beneficial owner who has a legal proxy to vote the shares, you may choose to vote virtually during the Annual Meeting. Attendees will be asked to present a password and control number. | |
If you hold your shares in street name, you may instruct your bank, broker or other nominee to vote your shares by following the instructions that your bank, broker or other nominee provides to you. Most brokers offer voting by mail, by telephone and on the Internet.
Beneficial owners, who own shares through a bank, brokerage firm or other financial institution, can vote by returning the voting instruction form, or by following the instructions for voting via telephone or the Internet, as provided by the bank, brokerbrokerage firm or other financial institution organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all your shares.
See the “Questions and Answers“General Information About the Annual Meeting and Voting” section for more details.
*
$1 can provide up to 10 meals. Meal equivalency varies during COVID-19 relief. Learn more at NoKidHungry.org/OneDollar
PROXY STATEMENT
April 28, 202014, 2021
20202021 Annual Meeting
The 20202021 Annual Meeting of Stockholders of Medifast, Inc. (the “Annual Meeting”) will be held at 4:30 p.m. ETEastern Time on Monday,Wednesday, June 15, 2020,2, 2021, for the purposes set forth in the accompanying Notice of 20202021 Annual Meeting of Stockholders. The Annual Meeting will be held in a virtual format only via live audio webcast at https://web.lumiagm.com/258080113. This Proxy Statement and the accompanying proxy are furnished in connection with the solicitation by our Board of Directors (the “Board”) of proxies to be used at the Annual Meeting and at any adjournment or postponement of the meeting. We refer to Medifast, Inc. in this Proxy Statement as “we,” “us,” “our,” the “Company” or “Medifast.”
This Proxy Statement provides information regarding the matters to be voted on at the Annual Meeting, as well as other information that may be useful to you.
General Information About the Annual Meeting and Voting
1.
How is Medifast distributing the proxy materials?
This Proxy Statement, the proxy card and the Company’s Annual Report for the fiscal year ended December 31, 20192020 (the “2019“2020 Annual Report”) are available online at www.astproxyportal.com/ast/08676.com.08676. Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are first sending a Notice of Internet Availability of Proxy Materials to our stockholders on or about May 4, 2020.April 23, 2021. All stockholders will have the ability to access our proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials (www.astproxyportal.com/ast/08676.com)08676) or to request to receive a printed set of our proxy materials. Instructions on how to access our proxy materials over the Internet or request a printed copy of our proxy materials may be found in the Notice of Internet Availability of Proxy Materials. In addition, stockholders may request to receive proxy materials in printed form or by email on an ongoing basis by calling 1-888-776-9962 or via email to info@astfinancial.com.
2.
Why am I receiving these proxy materials?
We are providing this Proxy Statement and other proxy materials in connection with the Board’s solicitation of proxies to be voted at our Annual Meeting, or at any adjournment or postponement thereof. We will bear the cost of the solicitation of proxies. The Company has retained MacKenzie Partners, Inc. to assist in soliciting proxies from stockholders and we will pay a fee estimated at $20,000, plus expenses, for such services. In addition, solicitation may be made by our directors, officers, and other employees. We reimburse brokerage firms, custodians, nominees, and fiduciaries in accordance with the rules of the Financial Industry Regulatory Authority for reasonable expenses incurred by them in forwarding materials to the beneficial owners of our common stock.
3.
What is included in the proxy materials?
The proxy materials consist of: (1) the Notice of 20202021 Annual Meeting of Stockholders of Medifast, Inc.; (2) this Proxy Statement for the Annual Meeting; and (3) the 20192020 Annual Report. If you request printed versions of the proxy materials by mail, these proxy materials will also include the proxy card or voting instruction form for the Annual Meeting.
4.
Why are you holding a virtual meeting instead of physical meeting?
In light of public health concerns regardingWe continue to embrace the coronavirus (“COVID-19”) outbreak, this year’s Annual Meeting will be conducted inlatest technology to provide expanded access, improved communication and cost savings. We believe hosting a virtual format only in order to assist in protectingmeeting enables increased stockholder attendance and participation from locations around the health and wellbeing of our stockholders and employees, and to provide access to our stockholders regardless of geographic location.world. There is no in-person meeting for you to attend. We designed the format of this year’s Annual Meeting to ensure that our stockholders who attend the Annual Meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting.
5.
How do I participate in the Annual Meeting?
If you are a stockholder of record, to attend and participate in the Annual Meeting, visit https://web.lumiagm.com/258080113, click on “I have a login”, enter the control number found on your proxy card or Notice of Internet Availability of Proxy Materials you previously received, and enter the password “medifast2020”medifast2021 (the password is case sensitive). If your shares are held through a bank, broker or other nominee, please contact your bank, broker or other nominee as soon as possible so that you can be provided with a legal proxy reflecting the number of shares of our common stock you held as of the record date, your name and email address. You then must submit a request for registration to our Transfer Agent, American Stock Transfer & Trust Company, LLC (the “Transfer Agent”): (1) by email to proxy@astfinancial.com; (2) by facsimile to 718-765-8730 or (3) by mail to the Transfer Agent, Attn: Proxy Tabulation Department, 6201 15th15th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as “Legal Proxy” and be received by our Transfer Agent no later than 5:00 p.m. Eastern Time on June 1, 2020.May 25, 2021.
6.
How do I submit questions during the Annual Meeting?
As part of the Annual Meeting, we will hold a live question and answer session during which we intend to answer questions submitted during the meeting and the Company’s business in accordance with the Annual Meeting procedures posted on the meeting website, as time permits. Questions may be submitted by stockholders that have used the password “medifast2020”medifast2021 (the password is case sensitive) to enter the meeting at https://web.lumiagm.com/258080113. Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once.
7.
Whom do I contact if I need technical assistance for the Annual Meeting?
The Annual Meeting will begin promptly at 4:30 p.m. Eastern Time. We encourage you to access the Annual Meeting approximately 15 minutes in advance to allow ample time for you to log in to the meeting and test your computer audio system. We recommend that you carefully review the above procedures needed to gain admission in advance. Technicians will be ready to assist you with any technical difficulties you may have accessing the meeting. If you encounter any difficulties accessing the meeting during check-in or during the meeting, please call the technical support number that will be posted on the meeting login page at https://web.lumiagm.com/258080113.
8.
What am I being asked to vote on at the Annual Meeting?
We are asking our stockholders to consider and vote on the following proposals at the Annual Meeting:
1.
The election of teneight nominees to the Board to serve for a one yearone-year term expiring at the 20212022 Annual Meeting of Stockholders (Proposal 1);
2.
The ratification of the appointment of RSM US LLP (“RSM”), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20202021 (“Fiscal Year 2020”2021”) (Proposal 2); and
3.
Approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3).
We will also consider and vote upon any other business properly brought before the Annual Meeting.
10.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Most Medifast stockholders hold their shares through a bank, broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholder of Record —If your shares of our common stock are owned directly in your name with the Transfer Agent, you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your proxy directly to the Company or to vote at the Annual Meeting.
Beneficial Owner —If your shares of our common stock are held through a bank, broker or other nominee, you hold those shares in street name and are considered the beneficial owner of those shares. Your bank, broker or nominee is considered, with respect to those shares, the stockholder of record.
11.
How can I vote my shares?
Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the Annual Meeting. If you hold your shares directly, you may vote by granting a proxy. If you hold your shares in street name, you may submit voting instructions to your bank, broker or other nominee.
Stockholder of Record —If you are a stockholder of record, you may vote your shares by any one of the following methods:
•
By Mail —: The Notice includes directions on how to request paper copies of this Proxy Statement, the 20192020 Annual Report and a proxy card. Once you receive a paper proxy card, you may vote your shares by signing and dating each proxy card that you receive and returning it in the prepaid envelope prior to the Annual Meeting. Sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as an attorney-in-fact, executor, administrator, guardian, trustee or the officer or agent of a corporation or partnership), please indicate your name and your title or capacity. If the stock is held in custody for a minor (for example, under the Uniform Transfers to Minors Act), the custodian should sign, not the minor. If the stock is held in joint ownership, one owner may sign on behalf of all owners. If you provide specific voting instructions, your shares will be voted as you instruct. If you sign but do not provide instructions, your shares will be voted as described below in “How will my shares be voted?”
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Over the Internet —: You may vote your shares online at www.voteproxy.com by following the instructions provided in the Notice. Voting on the Internet has the same effect as voting by mail. If you vote on the Internet, you do not need to return a proxy card. Internet voting will be available until 4:40 p.m. EDTEastern Time on June 15, 2020.2, 2021.
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By Telephone —: You may vote by telephone by dialing 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and following the instructions. Voting by telephone has the same effect as voting by mail. If you vote by telephone, you do not need to return a proxy card. Telephone voting will be available until 4:40 p.m. EDTEastern Time on June 15, 2020.2, 2021.
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