Skip to main content

LifeMD Inc

For the period ended Apr 28, 2025. Filed Apr 28, 2025.

View on SEC.gov

About this filing

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 28, 2025 · Filed Apr 28, 2025

LFMD$2.37+3.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

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 28, 2025

Dear Fellow LifeMD Stockholders:

We invite you to attend the 2025 Annual Meeting of Stockholders of LifeMD, Inc. to be held on June 13, 2025 at 12:00 p.m., EDT. The 2025 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 2024 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 13, 2025

To the Stockholders of LifeMD, Inc.

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of LifeMD, Inc., a Delaware corporation (the “Company”), will be held on Friday, June 13, 2025, 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 CBIZ CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 2); and
3.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 23, 2025 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 28, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 13, 2025

The Notice of 2025 Annual Meeting of Stockholders, Proxy Statement and 2024 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 THESE PROXY MATERIALS AND VOTING1
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?2
What happens if I don’t specify a choice on my Proxy?2
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?3
How will Proxies be solicited?3
What does it mean if I receive more than one set of proxy materials?3
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 DIRECTORS5
Nominees5
CORPORATE GOVERNANCE8
Determination of Director Independence8
Board Committees8
Board and Committee Meetings10
Director Nominations10
Board Leadership Structure and Role in Risk Oversight11
Insider Trading Policy and Anti-Hedging Policy12
Option Grant Policy12
Code of Ethics12
Delinquent Section 16(a) Reports12
Communication with our Board13
Executive Officers13
EXECUTIVE COMPENSATION15
Summary Compensation Table15
2024 Corporate Bonus Program16
Named Executive Officer Employment Agreements17
Treatment of Stock and Option Awards upon Termination19
Retirement Plan19
Health and Welfare Benefits and Perquisites19
Outstanding Equity Awards at Fiscal Year End19
Pay Versus Performance20
DIRECTOR COMPENSATION22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT25
EQUITY COMPENSATION PLAN INFORMATION26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS27
AUDIT-RELATED MATTERS28
Audit Committee Report28
Audit Fees and Services28
Pre-Approval Policies and Procedures29
PROPOSAL 2: RATIFICATION OF THE SELECTION OF CBIZ CPAS, P.C. AS LIFEMD’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 202530
OTHER MATTERS31
Stockholder Proposals and Nominees31
Appendix A – Reconciliation of Non-GAAP MeasuresA-1

i

LIFEMD, INC.

236 Fifth Avenue, Suite 400

New York, NY 10001

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON FRIDAY, JUNE 13, 2025

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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Friday, June 13, 2025, 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 23, 2025 (the “Record Date”). The proxy materials will be first mailed on or about April 28, 2025.

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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.