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Medifast, Inc. entered into a Cooperation Agreement dated March 19, 2026, with Steamboat Capital Partners LLC and related persons, agreeing to nominate seven specified directors at the 2026 Annual Meeting including Steamboat designees Parsa Kiai and Jeffrey Rose for the 2027 Annual Meeting, subject to standstill restrictions until three months after the 2027 Annual Meeting. Directors Jeffrey Brown and Michael Hoer will not stand for reelection, and CEO Dan Chard will step down on June 1, 2026, with Nicholas Johnson succeeding.
Event Type
Disclosure
Mandatory
Variant
8-K
of this Current Report on Form 8-K. None of the Steamboat Designees have any family relationships with any director or executive officer of the Company, nor doe
. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The informa
Regulation FD Disclosure. On March 20 2026, the Company issued a press release announcing the Cooperation Agreement and related matters. A copy of the press rel
. Financial Statements and Exhibits. (d) Exhibits. 10.1 Cooperation Agreement, dated as of March 19, 2026, by and among Medifast, Inc., Steamboat Capital Partne
Jeffrey Brown
Michael Hoer
Daniel Chard
Effective: 2026-06-01
Step down as CEO, remain Chairman
Nicholas Johnson
Effective: 2026-06-01
Succeed as Chief Executive Officer
Material Agreement