MEDIFAST INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)ofthe

Securities Exchange Actof 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

MEDIFAST, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement ifotherthan the Registrant)

Notice of Annual Meeting

and Proxy Statement

Annual Meeting of Stockholders

Wednesday, June 19, 2024

NOTICEOF 2024 ANNUAL MEETINGOF STOCKHOLDERSOF MEDIFAST, INC.

TO BE HELD ON WEDNESDAY, JUNE 19, 2024

April 26, 2024

DEAR FELLOW STOCKHOLDERS OF MEDI FAST, INC.

Noticeish ereby given that the 2024 annual meeting of stockholders (the"Annual Meeting") of Medi fast, Inc.(the "Company"or"Medifast") willbeheld in person on Wedn esday, June 19, 2024, at 4:30 p. m. Eastern Time at The Four Seasons Baltimore, 200 International Drive, Baltimore, Maryland, 21202, for the following purposes, as more fullyd escribedin the accompanying Proxy Statement:

1. Elect seven nominees to the Board of Directors to serve for a one-year term expiring in 2025;

2. Ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024;

3. Approve, on an advisory basis, the compensation of the Company's named executive officers;

4. Approve the Amended and Restated 2012 Share Incentive Plan; and

5. To tran sact such other business asmay properly comeb efore the Annual Meeting orany adjournment or postponement thereof.

Doors to the Annual Meeting will open at 4:00 p.m. Eastern Time. Stockholders of record at the close of business on April 22, 2024 are entitled to notice of, and to vote at, the Annual Meeting. If you plan to attend the Annual Meeting, please note that for security reasons, before being admitted you must present your proof of stock ownership (or if you hold your shares in street name, a signed legal proxy from your bank, broker or other nominee giving you the right to vote your shares) and valid photo identification at the door. All hand-carried items will be subject to inspection, and any bags, briefcases, or packages must be checked at the registration desk prior to entering the meeting room. If you do not have proof of ownership and valid photo identification, you will not be admitted to the Annual Meeting. Please also note that the use of cellphones, recording and photographic equipment and/or computers is strictly prohibited at the Annual Meeting. No recording of the Annual Meeting is permitted, including audio and video recording.

Jason L. Groves, Esq.

Chief Legal Officer & Corp orate Secretary

Whether or notyou plan toattend the Annual Meeting, please vote yours hares as soonasposs ible bytele phone, viathe Inte rnet or bycompleting, dating, signingand returning aproxycard toensure your shares are voted, or, ifyou holdyours haresin street name, byfollowingthe instructions provided by your bank, broker or other nominee. Submitting your proxynow will not preventyou fromv otingyourshares at the Annual Meetingifyou desire to doso, asyour proxy is revocable atyour option.

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