Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.




(a) Director Resignation.

On September 4, 2020, Carl E. Sassano resigned as a director of Medifast, Inc. (the "Company") effective immediately. Mr. Sassano's resignation from positions of director and chair of the Compensation Committee of the Company's Board of Directors (the "Board") did not involve any disagreement with management or the Board related to the Company's operations, policies or practices. The Board and Management thank Mr. Sassano for his dedicated service over the past seven years.

(e) Compensatory Arrangements with Certain Officers.





Executive Severance Plan.

On September 10, 2020, the Board, upon recommendation of the Compensation Committee, approved changes to the previously approved Executive Severance Plan (the "Plan") to adjust the calculation of the bonus portion of severance benefits and to harmonize the severance benefits for executives other than the CEO. The CEO, and all executive officers of the Company who are direct reports of the CEO at the Executive Vice President-level or above are eligible to receive benefits under the Plan.

Amendments to the Plan include the following:

· Upon a qualifying termination that is prior to or more than two years following


   a Change in Control (as defined in the Plan) of the Company, and subject to the
   participant's execution of a release of claims, the participant will be
   entitled to severance equal to base salary plus Target Bonus (1.5 times base
   salary plus Target Bonus for the CEO), and a pro-rated annual bonus for
   year-of-termination, based on the number of full months during the year the
   participant was employed, paid at the end of the year based on actual Company
   performance.

· Upon a qualifying termination that is during the two years following a Change


   in Control (as defined in the Plan) of the Company, and subject to the
   participant's execution of a release of claims, the participant will be
   entitled to severance equal to 1.5 times base salary plus Target Bonus (2.5
   times base salary plus Target Bonus for the CEO), and their Target Bonus for
   year-of-termination, pro-rated based on the number of full months during the
   year the participant was employed.


 Item 8.01. Other Events.

On September 10, 2020, the Company issued a press release announcing the declaration of a cash dividend by the Board. The full text of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






 (d) Exhibits.




   99.1     Press release dated September 10, 2020 titled "Medifast, Inc.
          Announces Quarterly Dividend"

104.1 Cover Page Interactive Data File (embedded within the Inline XBRLDocument)
















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