Additional Proxy Soliciting Materials (definitive) (defa14a)
10 May 2017 - 11:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the
Registrant
¨
Check the appropriate box:
¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to 240.14a-12
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MEDIFAST, INC.
(Name of Registrant as Specified
In Its Charter)
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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¨
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Fee
paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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SUPPLEMENT
TO
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
to be held on May 18, 2017
The date of this Supplement is May 10,
2017
On April 7, 2017, Medifast, Inc. (the “Company”)
filed a definitive proxy statement (the “Proxy Statement”) relating to the Company’s 2017 Annual Meeting of
Stockholders (the “Annual Meeting”) to be held on Thursday, May 18, 2017, at 4:30 p.m. EDT, at the Four Seasons Hotel
Baltimore, 200 International Drive, Baltimore, Maryland 21202. As previously disclosed, the record date for determining the Company’s
stockholders entitled to vote at the Annual Meeting has been fixed as the close of business on March 23, 2017. This Supplement
supplements and amends the Proxy Statement in order to add information regarding Proposal 2 - approval of the Amended and Restated
2012 Share Incentive Plan (the “Plan”).
After making the Proxy Statement available to stockholders,
we were informed by Institutional Shareholder Services (“ISS”) that the proposal to amend and restate the Plan received
an unfavorable recommendation as determined by ISS. On May 9, 2017, after consideration of the ISS recommendation, the Company
determined to make the following revisions to the Plan:
●
Reduction
of Share Available under the Plan.
Section 4(a) of the Plan is being amended to decrease the number of additional shares subject
to the Plan from 1,000,000 to 600,000, resulting in a total of 1,600,000 shares of common stock authorized for issuance under
the Plan and 696,023 that will be available for issuance under the Plan if stockholders approve the amendment and restatement
of the Plan. The decrease in the number of shares available will reduce the total Plan costs and reduce the estimated Plan duration.
●
Include
provision prohibiting payment of dividends or dividend equivalents on Unvested Awards.
The Plan is being amended to add Section
7(e) to expressly prohibit the payment of dividends or dividend equivalents on unvested awards. While it is not the practice of
the Company to pay dividends on unvested awards, the Plan previously did not prohibit the payment of dividends or dividend equivalents.
There are no other changes to the amendment to the Plan as
described in the Proxy Statement.
The Company’s board of directors recommends that you
vote, or give instruction to vote, “FOR” the Plan, as so amended and restated.
Any vote “FOR” or “AGAINST” or “ABSTAIN”
that has been previously made will be counted, respectively, as a vote “FOR” or “AGAINST” the 2012 Plan
as described above and in the Proxy Statement. If any stockholder has previously voted and would like to change his or her vote
on any matter, such stockholder may revoke his or her proxy before it is voted at the Annual Meeting of Stockholders by submission
of a proxy bearing a later late in the manner set forth in the Proxy Statement.
A copy of this supplement to the Proxy Statement was filed
as Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated May 10, 2017, and filed with the SEC on May 10, 2017.
A copy of the Plan was filed as Exhibit 10.1 to such Form 8-K and is incorporated herein by reference.”
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