25 unchanged sentences
OTHER INFORMATION
−Removed: Not applicable
+Added: During the twelve months ended December 31, 2024, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Information required by this item is incorporated herein by reference from the Company’s definitive proxy statement for the 2024 annual meeting of stockholders.
+Added: Insider Trading Policies and Procedures
+Added: The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company's securities that applies to all of the Company’s directors, officers, employees and other covered persons.
+Added: The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.
+Added: It is also the policy of the Company to comply with all insider trading laws and regulations.
+Added: A copy of the Company's insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
+Added: The other information required by this item is incorporated herein by reference from the Company’s definitive proxy statement for the 2025 annual meeting of stockholders.
EXECUTIVE COMPENSATION
26 unchanged sentences
10.1 Amended and Restated 2012 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-31573) filed on May 10, 2017).*
+Added: 001-31573) filed on June 21, 2024).*
10.2 Form of Restricted Share Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K (File No.
6 unchanged sentences
001-31573) filed on March 15, 2016).*
−Removed: 10.7 Cooperation Agreement dated April 3, 2015, by and among the Company, Engaged Capital LLC, and the persons set forth on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-31573) filed on April 6, 2015.
10.8 Medifast, Inc.
16 unchanged sentences
001-31573) filed on November 3, 2020).
−Removed: 10.15 Credit Agreement, dated as of April 13, 2021, among Medifast, Inc., certain of its subsidiaries party thereto, the lenders party thereto and Citibank, N.A., in its capacity as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K (File No.
−Removed: 001-31573) filed on April 19, 2021).
10.16 Medifast, Inc.
1 unchanged sentence
001-31573) filed on August 4, 2021.
−Removed: 10.17 First Amendment to Credit Agreement, dated May 31, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-31573) filed on June 3, 2022).
+Added: 19 Medifast, Inc.
+Added: Insider Trading Policy Amended and Restated (filed herewith).
21.1 Subsidiaries of Medifast, Inc.
5 unchanged sentences
97 Medifast, Inc.
−Removed: Clawback Policy Amended and Restated (filed herewith).
+Added: Clawback Policy Amended and Restated (incorporated by reference to Exhibit 9 7 to the Company's Annual Report on Form 10-K (file No.
+Added: 001-31573) filed on February 20, 2024 ) .
101 The following financial statements from Medifast, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, filed February 18, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language):
−Removed: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Stockholders’ Equity and (vi) Notes to the Consolidated Financial Statements (filed herewith).
+Added: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Stockholders’ Equity and (vi) Notes to the Consolidated Financial Statements (filed herewith).
104 Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
30 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.