LifeMD, Inc.
For the period ended Apr 30, 2026. Filed Apr 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2026 · Filed Apr 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
LifeMD, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
April 30, 2026
Dear Fellow LifeMD Stockholders:
LifeMD is undergoing meaningful change, and I encourage you to read my 2026 Letter to Stockholders. In it, I share how our business performed in fiscal 2025, the decisions that shaped our results, and what we are focused on as we continue to build the company. I am excited to share my candid perspective on the future of American healthcare. You can access the letter through your proxy materials online or on LifeMD’s Investor Relations website atir.lifemd.com.
We invite you to attend the 2026 Annual Meeting of Stockholders of LifeMD, Inc. to be held on Friday June 12, 2026 at 12:00 p.m., EDT. The 2026 Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the virtual Annual Meeting, vote your shares electronically and submit your questions during the meeting by visiting www.cleartrustonline.com/lfmd. A virtual meeting format will allow stockholders to participate from any location and we expect will lead to increased attendance, improved communications and cost savings for our stockholders and the Company.
The Notice of the Annual Meeting and Proxy Statement accompanying this letter provides information concerning matters to be considered and acted upon at the meeting. Our 2025 results are presented in detail in our Annual Report.
Your vote is very important. We encourage you to read the Proxy Statement and vote your shares as soon as possible. Whether or not you plan to attend the virtual meeting, you can be sure your shares are represented at the Annual Meeting by promptly submitting your vote by the Internet, by telephone or, if you request a paper copy of the proxy materials and receive a proxy card, by mail.
On behalf of the Board of Directors, thank you for your continued confidence and investment in LifeMD, Inc.
Sincerely,
Justin Schreiber
Chairman of the Board of Directors
LifeMD, Inc.
236 Fifth Avenue, Suite 400
New York, NY 10001
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on Friday, June 12, 2026
To the Stockholders of LifeMD, Inc.
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of LifeMD, Inc., a Delaware corporation (the “Company”), will be held on Friday, June 12, 2026, beginning at 12:00 p.m. Eastern Daylight Time. The purpose of the meeting is to consider and act upon the following matters:
| 1. | To elect seven directors to serve until the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified (Proposal 1); |
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2); |
| 3. | To approve the Company’s Fourth Amended and Restated 2020 Equity and Incentive Plan (the “Fourth Amended and Restated 2020 Plan” or the “Plan”) (i) to increase the maximum number of shares of the Company’s common stock available for issuance under the Plan by 3,000,000 shares; (ii) to remove the Annual Increase, which is an evergreen feature; (iii) to remove liberal share counting provisions; and (iv) to prohibit repricing of Options and Stock Appreciation Rights under the Plan absent stockholder approval (Proposal 3); and |
| 4. | To authorize the Chairman of the Board to adjourn the Annual Meeting to a later date, if necessary or appropriate, including for purposes of soliciting additional votes in favor of any or all of the proposals or for purposes of establishing a quorum (Proposal 4); and |
| 5. | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Only stockholders of record at the close of business on April 22, 2026 will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Annual Meeting. We are providing proxy material access to our stockholders via the Internet atwww.cleartrustonline.com/lfmd. Please give the proxy materials your careful attention.
By Order of the Board of Directors,
Eric Yecies
Secretary
New York, NY
April 30, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 2026
The Notice of 2026 Annual Meeting of Stockholders, Proxy Statement and 2025 Annual Report to Stockholders are available at www.proxyvote.com.
Your vote is important. We encourage you to review all of the important information contained in the proxy materials before voting.
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 1 |
|---|---|
| When and where is the Annual Meeting being held? | 1 |
| Who is entitled to vote at the Annual Meeting? | 1 |
| What is a quorum for purposes of conducting the Annual Meeting? | 1 |
| How may I vote by Proxy? | 2 |
| What proposals am I voting on, and what votes are required to approve each proposal? | 2 |
| How does the Board recommend that I vote? | 3 |
| What happens if I don’t specify a choice on my Proxy? | 3 |
| What if other matters come up at the Annual Meeting? | 3 |
| Can I change or revoke my vote after submitting my Proxy? | 3 |
| Is my vote kept confidential? | 3 |
| How can I find out the results of the voting at the Annual Meeting? | 4 |
| How will proxies be solicited? | 4 |
| What does it mean if I receive more than one set of proxy materials? | 4 |
| I share the same address with another LifeMD, Inc. stockholder. Why has our household only received one set of proxy materials? | 4 |
| Where are the proxy materials available? | 4 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 5 |
| Nominees | 5 |
| CORPORATE GOVERNANCE | 8 |
| Determination of Director Independence | 8 |
| Board Committees | 8 |
| Board and Committee Meetings | 10 |
| Director Nominations | 10 |
| Board Leadership Structure and Role in Risk Oversight | 11 |
| Insider Trading Policy and Anti-Hedging Policy | 12 |
| Policy Relating to Recovery of Erroneously Awarded Compensation | 12 |
| Option Grant Policy | 13 |
| Code of Ethics | 13 |
| Delinquent Section 16(a) Reports | 13 |
| Communication with our Board | 13 |
| Executive Officers | 13 |
i
| EXECUTIVE COMPENSATION | 16 |
|---|---|
| Summary Compensation Table | 16 |
| 2025 Corporate Bonus Program | 17 |
| Named Executive Officer Employment Agreements | 18 |
| Treatment of Stock and Option Awards Upon Termination | 19 |
| Retirement Plan | 20 |
| Health and Welfare Benefits | 20 |
| Outstanding Equity Awards at Fiscal Year End | 20 |
| Pay Versus Performance Table | 21 |
| DIRECTOR COMPENSATION | 23 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 25 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 26 |
| AUDIT-RELATED MATTERS | 27 |
| Audit Committee Report | 27 |
| Audit Fees and Services | 28 |
| Pre-Approval Policies and Procedures | 29 |
| PROPOSAL 2: RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS LIFEMD’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 | 30 |
| PROPOSAL 3: TO APPROVE THE FOURTH AMENDED AND RESTATED 2020 PLAN | 30 |
| EQUITY COMPENSATION PLAN INFORMATION | 33 |
| PROPOSAL 4: AUTHORIZING THE CHAIRMAN OF THE BOARD TO ADJOURN THE ANNUAL MEETING TO A LATER DATE, IF NECESSARY OR APPROPRIATE | 41 |
| OTHER MATTERS | 41 |
| Stockholder Proposals and Nominees | 41 |
| Appendix A | 42 |
ii
LIFEMD, INC.
236 Fifth Avenue, Suite 400
New York, NY 10001
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, JUNE 12, 2026
This Proxy Statement is furnished in connection with the solicitation of Proxies by the Board of Directors (the “Board of Directors” or the “Board”) of LifeMD, Inc. (“LifeMD,” the “Company,” “we” or “us”) for use at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Friday, June 12, 2026, beginning at 12:00 p.m. Eastern Daylight Time, and at any adjournment or postponement thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. It is contemplated that this Proxy Statement and the accompanying form of proxy or voting instruction form (the “Proxy”), or a Notice of Internet Availability of Proxy Materials providing instructions on how to access these documents on the Internet and how to vote, will be mailed to the Company’s stockholders of record as of the end of business on April 22, 2026 (the “Record Date”). The proxy materials will be first mailed on or about April 30, 2026.
The Proxy enables you to appoint Justin Schreiber, our Chief Executive Officer, or Eric Yecies, Chief Legal Officer and General Counsel, as your representative at the Annual Meeting. By completing and returning a Proxy, you are authorizing Mr. Schreiber or Mr. Yecies to vote your shares at the Annual Meeting in accordance with your instructions on the Proxy. This way, your shares will be voted whether or not you attend the virtual Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.