Item
8.01 Other Events
The
Medifast Annual Meeting of Shareholders was held on October 9, 2009 at the
Medifast Distribution Center , located at 601 Sunrise Avenue, Ridgely, Maryland,
21660. The shareholders voted the following directors to the Board of
Directors of Medifast, Inc.
Class III
Directors:
Barry B.
Bondroff ** (96% of shareholders voted FOR)
George J.
Lavin** (95% of shareholders voted FOR)
Catherine
T. Maguire** (96% of shareholders voted FOR)
Jeannette
M. Mills ** (95% of shareholders voted FOR)
Class III
Directors will hold office for a three-year period until 2012.
Directors
elected for a one year term:
Jason L.
Groves ** (95% of shareholders voted FOR)
John P.
McDaniel ** (95% of shareholders voted FOR)
Jerry D.
Reece ** (96% 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
ten independent directors and four 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,
2009. (97% of shareholders voted FOR)
Section
5 – Corporate Governance and Management
Item
5.02 – Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Medifast,
Inc. (NYSE: MED), a provider of leading clinically-proven portion controlled
weight-loss programs, today announced the appointment of H.C. “Barney” Barnum,
Jr., to the Medifast Board of Directors. With the addition of Mr.
Barnum the Medifast Board of Directors is now comprised of fourteen members, ten
of which are classified as independent under the rules of the New York Stock
Exchange.
Mr.
Barnum was sworn in as the Deputy Assistant Secretary of the Navy for Reserve
Affairs on July 23, 2001. In this capacity he is responsible for all
matters regarding the Navy and Marine Corps Reserve including manpower,
equipment, policy and budgeting. On Jan. 20, 2009, Barnum was designated Acting
Assistant Secretary of the Navy (Manpower and Reserve Affairs).
Mr.
Barnum was the fourth Marine to be awarded the nation’s highest honor, the Medal
of Honor for valor in Vietnam. He retired from the Marine Corps in August 1989
after 27 and one-half years of service. Barnum served multiple
tours as an artilleryman with both the 3rd and 2nd Marine Divisions to include
two tours in Vietnam; 2nd Marine Aircraft Wing; guard officer at Marine
Barracks, Pearl Harbor, and operations officer, Hawaiian Armed Forces Police;
weapons instructor at the Officer Basic School; four years at Marine Corps
Recruit Depot, Parris Island, as commanding officer, Headquarters Company and
the 2nd Recruit Training Battalion of the Training Regiment; Chief of Current
Operations, US Central Command where he planned and executed the first
U.S./Jordanian joint exercise staff as the commander of U.S. Forces and twice
planned and executed Operation Bright Star spread over four southwest Asian
countries involving 26,000 personnel. Headquarters Marine Corps tours included:
aide to the assistant commandant as a captain and deputy director Public
Affairs, Director Special Projects Directorate and Military Secretary to the
Commandant as a colonel. Upon retirement in 1989, Barnum served as the principal
director, Drug Enforcement Policy, Office of the Secretary of
Defense.
Barnum’s
personal medals and decorations include: the Medal of Honor; Defense Superior
Service Medal; Legion of Merit; the Bronze Star Medal with Combat “V” and gold
star in lieu of a second award; Purple Heart; Meritorious Service Medal; Navy
Commendation Medal; Navy Achievement Medal with Combat “V”; Combat Action
Ribbon; Presidential Unit Citation; Army Presidential Unit Citation; Joint
Meritorious Unit Award; Navy Unit Citation; two awards of the Meritorious Unit
Citation; the Vietnamese Cross of Gallantry (silver) and the Department of the
Navy Distinguished Public Service Award.
Barnum
has attended The Basic School, U.S. Army Field Artillery School, Amphibious
Warfare School, U.S. Army Command and General Staff College and the U.S. Naval
War College. He is the past president of the Congressional Medal of Honor
Society, Connecticut Man of the Year ’67, presented Honorary Legum Doctorem St
Anselm College; Rotary Paul Harris Fellow; Abe Pollin Leadership Award ’03,
Marine Corps League “Iron Mike” Award and Order of the Carabao Distinguished
Service Award.