{"filing":{"accession_number":"0001628280-26-038109","cik":"0000910329","ticker":"MED","company_name":"MEDIFAST INC","form":"8-K","filing_date":"2026-05-26","report_date":null,"primary_document":"med-20260519.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/910329/000162828026038109/med-20260519.htm"},"events":[{"id":9155,"run_id":8037,"accession_number":"0001628280-26-038109","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.93,"summary":"Nicholas Johnson was appointed as Chief Executive Officer of Medifast Inc., effective June 1, 2026, succeeding Daniel R. Chard who transitions to non-executive Chairman. The appointment was approved by the Board on May 20, 2026, and disclosed via press release.","company_name":"MEDIFAST INC","ticker":"MED","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1662,"accession_number":"0001628280-26-038109","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The principal disclosed action is the appointment of Nicholas Johnson as Chief Executive Officer, effective June 1, 2026. While the section also discloses stockholder approval of an amended share incentive plan (an exec_compensation matter), the CEO appointment is the more salient and material event. The filing emphasizes Johnson's appointment with detailed background, compensation terms, and Board action on May 20, 2026.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:48.079204+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1664,"accession_number":"0001628280-26-038109","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The disclosure announces Mr. Johnson's appointment as Chief Executive Officer, succeeding Daniel R. Chard who transitions to non-executive Chairman. This is a material executive appointment at the C-suite level that would affect investor assessment of company leadership and governance. The filing is made via Regulation FD disclosure (Item 7.01) with a press release exhibit.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:48.079204+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9156,"run_id":8037,"accession_number":"0001628280-26-038109","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"summary":"At the Annual Meeting of stockholders, four proposals were submitted to a vote and all passed with substantial majorities: (i) election of seven directors to the Board, (ii) ratification of RSM US LLP as independent auditor, (iii) advisory vote on named executive officer compensation, and (iv) approval of the Amended 2012 Plan.","company_name":"MEDIFAST INC","ticker":"MED","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1663,"accession_number":"0001628280-26-038109","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"This is a classic Item 5.07 disclosure reporting the results of an Annual Meeting of stockholders. The filing presents voting results for four proposals: (i) election of seven directors to the Board, (ii) ratification of RSM US LLP as independent auditor, (iii) advisory vote on named executive officer compensation, and (iv) approval of the Amended 2012 Plan. All four proposals passed with substantial majorities. This is a material event as it confirms the composition of the Board and key governance decisions affecting the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:48.079204+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1662,"accession_number":"0001628280-26-038109","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The principal disclosed action is the appointment of Nicholas Johnson as Chief Executive Officer, effective June 1, 2026. While the section also discloses stockholder approval of an amended share incentive plan (an exec_compensation matter), the CEO appointment is the more salient and material event. The filing emphasizes Johnson's appointment with detailed background, compensation terms, and Board action on May 20, 2026.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:48.079204+00:00","company_name":"MEDIFAST INC","ticker":"MED","filing_date":"2026-05-26"},{"id":1663,"accession_number":"0001628280-26-038109","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"This is a classic Item 5.07 disclosure reporting the results of an Annual Meeting of stockholders. The filing presents voting results for four proposals: (i) election of seven directors to the Board, (ii) ratification of RSM US LLP as independent auditor, (iii) advisory vote on named executive officer compensation, and (iv) approval of the Amended 2012 Plan. All four proposals passed with substantial majorities. This is a material event as it confirms the composition of the Board and key governance decisions affecting the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:48.079204+00:00","company_name":"MEDIFAST INC","ticker":"MED","filing_date":"2026-05-26"},{"id":1664,"accession_number":"0001628280-26-038109","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The disclosure announces Mr. Johnson's appointment as Chief Executive Officer, succeeding Daniel R. Chard who transitions to non-executive Chairman. This is a material executive appointment at the C-suite level that would affect investor assessment of company leadership and governance. The filing is made via Regulation FD disclosure (Item 7.01) with a press release exhibit.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:48.079204+00:00","company_name":"MEDIFAST INC","ticker":"MED","filing_date":"2026-05-26"}]}