Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On December 19, 2012, Edward Powers, notified Medifast, Inc. (the "Company") of his intent to resign from his position as acting Chief Financial Officer and principal accounting officer of the Company, effective not later than January 4, 2013, to pursue other interests. Mr. Powers became acting Chief Financial Officer on November 13, 2012 after the resignation of Chief Financial Officer Brendan Connors. The Company has been and is continuing to conduct a national search for the CFO position. On an interim basis and in addition to his current duties, Joseph Kelleman, the Company's Director of Finance - Supply Chain will act as the Company's chief financial officer.