-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IJSFgD7VcPLZ7LGZ+Qsay+NdCWKqg43n05Bj22GCRB1A2QjNMeU0eUZ47hjiVFBv eCoRmcuzdSaMS23xToCJDQ== 0001144204-07-050837.txt : 20070924 0001144204-07-050837.hdr.sgml : 20070924 20070924160048 ACCESSION NUMBER: 0001144204-07-050837 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070924 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20070924 DATE AS OF CHANGE: 20070924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIFAST INC CENTRAL INDEX KEY: 0000910329 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 133714405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31573 FILM NUMBER: 071131625 BUSINESS ADDRESS: STREET 1: 11445 CRONHILL DRIVE CITY: OWINGS MILLS STATE: MD ZIP: 21117 BUSINESS PHONE: 7327640619 MAIL ADDRESS: STREET 1: 11445 CRONHILL DRIVE CITY: OWINGS MILLS STATE: MD ZIP: 21117 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHRITE INC DATE OF NAME CHANGE: 19951120 FORMER COMPANY: FORMER CONFORMED NAME: XX DATE OF NAME CHANGE: 19950619 FORMER COMPANY: FORMER CONFORMED NAME: 00 DATE OF NAME CHANGE: 19950619 8-K 1 v087452_8k.htm
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) September 24, 2007

MEDIFAST, INC.
(Exact name of registrant as specified in its charter)

Delaware
000-23016 
13-3714405
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation or organization)
 
Ident. No.)
     
11445 Cronhill Drive, Owing Mills, Maryland
 
21117
(Address of principal executive offices)
  
(Zip Code)

Registrant's telephone number, including area code (410)-581-8042
 
(Former name or former address, if changed since last report.)

________________________________________________________________
________________________________________________________________
 
 
 
 

Item 8.01 Other Events

The Medifast Annual Meeting of Shareholders was held on September 7, 2007 at the Breakers Hotel, located at One South County Rd., Palm Beach, Florida, 33480. The shareholders voted the following directors to the Board of Directors of Medifast, Inc.

Class I Directors:

Charles P. Connolly** (94% of shareholders voted FOR)
Bradley T. MacDonald (94% of shareholders voted FOR)
Donald F. Reilly** (95% of shareholders voted FOR)

Class I Directors will hold office for a three-year period until 2010.

Directors elected for a one year term:

Richard T. Aab** (95% of shareholders voted FOR)
Dennis M. McCarthy** (95% of shareholders voted FOR)
Michael S. McDevitt (95% of shareholders voted FOR)

** Independent Director; independence in accordance and as determined by the rules of the New York Stock Exchange. After the election, the Company has seven independent directors and three non-independent directors.

Additionally, the shareholders approved the appointment of Bagell, Josephs, Levine & Company, LLC, an independent member of the RSM McGladrey Alliance, as the Company’s independent auditors for the fiscal year ending December 31, 2007.

Finally, the shareholders empowered the Board of Directors to amend the Company’s bylaws to elect a Vice-Chairman to the Board of Directors.


Section 5 - Corporate Governance and Management

Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On September 7, 2007, Mr. Michael J. McDevitt announced his resignation from the Board of Directors of Medifast, Inc. This resignation was planned per the Company’s July 23, 2007 Proxy Statement (DEF-14A) filing with the Securities and Exchange Commission. Michael J. McDevitt will be replaced on the Board of Directors by Michael S. McDevitt, the Company’s Chief Executive and Chief Financial Officer. Michael S. McDevitt received ratification by 95% shareholders to serve a one year term as a Director.

 
 
 

SIGNATURES

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.
 
 		  
 		  
 
Date: September 24, 2007 By:   /s/ Michael S. McDevitt
 
Michael S. McDevitt
 
Chief Executive Officer and Chief Financial Officer
 
 
 
 
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