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)
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Delaware
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000-23016
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13-3714405
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation or organization)
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Ident.
No.)
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11445
Cronhill Drive, Owing Mills, Maryland
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21117
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(Address
of principal executive
offices)
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(Zip
Code)
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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.
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MEDIFAST, INC. |
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| Date: September
24, 2007 |
By: |
/s/ Michael
S. McDevitt |
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Michael
S. McDevitt |
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Chief
Executive Officer and Chief Financial
Officer
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