DEF 14A 1 ny20002026x2_def14a.htm FORM DEF 14A

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 (Amendment No. )

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

Overstock.com, 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 the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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799 W. Coliseum Way

Midvale, Utah 84047

Special Note to Stockholders

Dear Fellow Stockholders:

At our 2022 Annual Meeting, we will ask you to approve amendments to facilitate the conversion of our Digital Voting Series A-1 Preferred Stock (OSTKO) and Voting Series B Preferred Stock (OSTBP) into common stock (OSTK).

These changes will allow Overstock to consolidate its equity structure into one class of stock and bring value to shareholders by streamlining the company’s reporting obligations, reducing cost and effort associated with maintaining shares on different trading platforms, preventing confusion associated with inconsistent stock prices, improving liquidity for holders of preferred shares, and streamlining shareholder voting processes. We are asking to do this conversion now as it helps Overstock simplify its capital structure and direct focus and attention on its core ecommerce business.

The Board of Directors is fully supportive of this conversion and believes it will help us achieve our business objectives while delivering value to the Company’s stockholders. The Board encourages you to support this conversion to help the Company achieve its goals.

Thank you for being a shareholder. We appreciate your ownership and support.

Sincerely,


Allison H. Abraham Chairwoman of the Board of Directors			Jonathan E. Johnson III Director & Chief Executive Officer

Midvale, Utah

March 23, 2022

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799 W. Coliseum Way

Midvale, Utah 84047

Notice of Annual Meeting of Stockholders

To Be Held at 1:00 p.m. Mountain Time on May 12, 2022

Dear Fellow Stockholders:

We cordially invite you to attend the 2022 Annual Meeting of Stockholders of Overstock.com, Inc. (the “Company”) at 1:00 p.m. Mountain Time on May 12, 2022. Due to the ongoing public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees, stockholders, and our community, the meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can examine the list of registered stockholders entitled to vote at the meeting, submit questions, and vote online. The meeting can be accessed by visiting www.meetnow.global/MDDV5FJ and entering your control number (which can be found on your proxy card or notice of internet availability mailed to you).

At the meeting, holders of our common stock, our Digital Voting Series A-1 Preferred Stock, and our Voting Series B Preferred Stock (collectively, our “Voting Shares”) will vote on the following matters:

1.	The election of three Class II directors of the Company, each to serve a term of three years. The Company’s Board of Directors intends to present Joseph J. Tabacco, Jr., Dr. Robert J. Shapiro, and Barbara H. Messing for election to the Board;

2.	The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

The approval and adoption of an amendment to the Company’s Amended and Restated Certificate of Designation for the Digital Voting Series A-1 Preferred Stock, as set forth in Appendix A to the attached Proxy Statement, to provide that each share of Digital Voting Series A-1 Preferred Stock will be automatically converted into 0.90 of a share of common stock (the “Series A-1 Preferred Proposal”) upon the effective time of the amendment, which proposal is conditioned on the adoption of the Series B Preferred Proposal (as defined below);

The approval and adoption of an amendment to the Company’s Amended and Restated Certificate of Designation for the Voting Series B Preferred Stock, as set forth in Appendix B to the attached Proxy Statement, to provide that each share of Voting Series B Preferred Stock will be automatically converted into 0.90 of a share of common stock (the “Series B Preferred Proposal”) upon the effective time of the amendment, which proposal is conditioned on the adoption of the Series A-1 Preferred Proposal; and

5.	The approval of one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve either the Series A-1 Preferred Proposal or the Series B Preferred Proposal.

Stockholders will also consider and act upon any other matter properly coming before the Annual Meeting.

Following the meeting, we will discuss our business and answer appropriate questions.

Holders of record of shares of our Voting Shares at the close of business on March 14, 2022 are entitled to vote at the meeting and any postponements or adjournments. To ensure that your vote is recorded promptly, please submit a proxy as soon as possible, even if you plan to virtually attend the meeting. We encourage you to submit a proxy to have your shares voted at the meeting via the internet or by telephone. If you received a printed set of proxy materials, you also have the option of submitting your proxy by completing, signing, dating, and returning the proxy card that accompanied the printed materials. Submitting your vote via the internet or by telephone or proxy card will not affect your right to vote at the meeting if you decide to attend virtually.

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We are mailing to some of our stockholders a notice of internet availability of proxy materials instead of a paper copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”). The notice contains instructions on how to access those documents via the internet. The notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our 2021 Form 10-K and a form of proxy card or voting instruction card, as applicable. Stockholders who do not receive a notice of internet availability of proxy materials will receive a paper copy of the proxy materials by mail. We anticipate that this process will minimize the costs of printing and distributing our proxy materials.

By Order of the Board of Directors,

Allison H. Abraham Chairwoman of the Board of Directors			Jonathan E. Johnson III Director & Chief Executive Officer

Midvale, Utah

March 23, 2022

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Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 12, 2022.

The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year

ended December 31, 2021 are available at http://www.overstock.com/proxy.

Whether or not you plan to virtually attend the meeting, please submit your proxy via the internet, telephone, or by completing, signing, dating, and returning your Proxy Card in the enclosed prepaid business reply envelope.

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Overstock.com, Inc.

799 W. Coliseum Way

Midvale, Utah 84047

Proxy Statement

Annual Meeting of Stockholders

To Be Held at 1:00 p.m. Mountain Time on May 12, 2022

General

Our Board of Directors (the “Board”) is soliciting proxies for the 2022 Annual Meeting of Stockholders of Overstock.com, Inc. (“Overstock,” the “Company,” “we” or “our”), which will be held at 1:00 p.m. Mountain Time on May 12, 2022. The meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can examine the list of registered stockholders entitled to vote at the meeting, submit questions, and vote online. The meeting and the list of registered stockholders can be accessed by visiting www.meetnow.global/MDDV5FJ and entering your control number (which can be found on your proxy card or notice of internet availability mailed to you). This Proxy Statement contains important information for you to consider when deciding how to vote on the matters before the meeting.

We have elected to provide access to our proxy materials to our stockholders via the internet. Accordingly, a notice of internet availability of proxy materials has been mailed to most of our stockholders, while other stockholders have instead received paper copies of the proxy materials accessible via the internet. Stockholders who received the notice of internet availability of proxy materials can access the proxy materials at http://www.overstock.com/proxy or request that a printed set of the proxy materials be sent to them by following the instructions set forth on the notice of internet availability of proxy materials.

Please follow the instructions on the notice of internet availability mailed to you for details on how to request future proxy materials be sent to you electronically by e-mail or in printed form by mail on an ongoing basis. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials or a link to a special website to access our proxy materials. Your election to receive proxy materials by e-mail or printed form by mail will remain in effect until you terminate it.

Choosing to receive future proxy materials by e-mail will allow us to provide you with the proxy materials you need in a timelier manner, will save us the cost of printing and mailing documents to you, and be more environmentally responsible.

Our principal offices are located at 799 W. Coliseum Way, Midvale, Utah 84047, and our telephone number is (801) 947-3100.

Record Date and Voting Securities

The Board set March 14, 2022 as the record date for the meeting (“Record Date”). Stockholders who owned shares of our common stock, our Digital Voting Series A-1 Preferred Stock (“Series A-1 Preferred Stock”), and our Voting Series B Preferred Stock (“Series B Preferred Stock” and, together with the common stock and Series A-1 Preferred Stock, collectively, our “Voting Shares”) at the close of business on that date are entitled to virtually attend and vote at the meeting. Each Voting Share is entitled to one vote. At the Record Date, a total of 47,686,358 Voting Shares were outstanding and entitled to vote at the meeting, consisting of 4,203,576 shares of Series A-1 Preferred Stock, 356,713 shares of Series B Preferred Stock, and 43,126,069 shares of common stock. A majority of the outstanding Voting Shares present at the meeting or by proxy will constitute a quorum for the transaction of business. With respect to the Series A-1 Preferred Proposal, a quorum will also require a majority of the outstanding shares of Series A-1 Preferred Stock and with respect to the Series B Preferred Proposal, a quorum will also require a majority of the outstanding shares of Series B Preferred Stock.

If you were a stockholder as of the close of business on the Record Date and have a control number, you may vote at and ask questions during the meeting by following the instructions available on the virtual meeting website. You may still submit your vote in advance of the meeting via the internet or by telephone or proxy card, as instructed in the Proxy Statement and notice of internet availability. If you do not have your control number, you may attend the Annual Meeting as a guest (non-stockholder), but you will not have the option to vote your shares or ask questions during the virtual meeting.

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Attendance and Participation

To access the virtual meeting please visit www.meetnow.global/MDDV5FJ. To login to the virtual meeting, you have two options: Join as a “Guest” or Join as a “Stockholder”. If you join as a “Stockholder” you will be required to enter a control number. Your control number can be found on your proxy card, voter instruction form (VIF), or notice of internet availability mailed to you. Closed captioning will be provided for the duration of the virtual meeting. The list of our registered stockholders entitled to vote at the Annual Meeting will be available for viewing by stockholders during the Annual Meeting for any purpose germane to the meeting by accessing the virtual meeting website at www.meetnow.global/MDDV5FJ. The list will also be available for inspection for at least 10 days prior to the Annual Meeting at the Company’s principal place of business located at 799 W. Coliseum Way, Midvale, Utah 84047. An audio replay of the virtual meeting will be available at http://investors.overstock.com within three days of the meeting date.

If you encounter any technical difficulties with the virtual meeting website on the meeting day during either the check-in or the meeting itself, please call the technical support number at (781) 575-2748 or toll-free at (888) 724-2416. The technical support number will also be posted on the virtual meeting website.

Proxy Materials

Voting materials, which include this Proxy Statement, the proxy card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”) are first being sent or made available to stockholders on or about March 23, 2022.

The date of this Proxy Statement is March 23, 2022.

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Proxy Statement			i
Questions and Answers About the Annual Meeting and Procedural Matters			1
Proposals to be Voted on			9
Proposal 1
Election of Directors			9
Proposal 2
Ratification of Appointment of Independent Registered Public Accounting Firm			11
Proposal 3
Series A-1 Preferred Proposal			14
Proposal 4
Series B Preferred Proposal			17
Proposal 5
Adjournment Proposal			20
No Appraisal Rights			21
Description of the Series A-1 Preferred Stock			22
Description of the Series B Preferred Stock			26
Other Business			28
Corporate Governance			29
General			29
Environmental Sustainability			29
Diversity & Inclusion			30
Human & Employee Rights			31
Corporate Philanthropy			31
Governance			31
The Board			32
Board Structure			32
Board Independence			32
Board Diversity			33
Committees of the Board			34
Board and Committee Meetings			34
Board Leadership Structure			35
Board Role in Risk Oversight			35
Director Qualifications			35
Identification and Evaluation of Nominees for Director			35
Communications with the Board			36
Annual Meeting Attendance			36
Director Resignation Policy			36
Code of Ethics			36
Policies and Procedures Regarding Related Party Transactions			37
Information Regarding Director Nominees and Other Directors			38
Compensation Committee Interlocks and Insider Participation			42
Compensation Discussion and Analysis			43
Introduction			43
Say on Pay Vote			43
Compensation Objectives			43

Employment Agreements			44
Retirement Benefits			45
Role of Compensation Consultants			45
Elements of Compensation			45
Nonqualified Deferred Compensation Plan			47
Executive Compensation Action Taken After Year-End			48
Timing of Equity Awards			49
Severance and Change of Control Arrangements			49
Security Ownership Requirements			50
Hedging Policy			50
Compensation Committee Report			51
Compensation Tables and Narratives			52
Compensation Paid to Executive Officers			52
Summary Compensation Table			52
Grants of Plan-Based Awards			54
Outstanding Equity Awards at Fiscal Year-End			55
Option Exercises and Stock Vested in 2021			56
Nonqualified Deferred Compensation Plan			56
Compensation of Directors			56
Director Compensation Table			58
Potential Payments Upon Termination or Change of Control			58
Acceleration upon change of control			58
No acceleration of equity awards upon retirement, death, disability			60
Deferred Compensation Plan			60
CEO Pay Ratio			60
Equity Compensation Plan Information			61
Report of the Audit Committee			62
Share Ownership of Management, Directors, Nominees and 5% Stockholders			63
Other Information			65
Certain Relationships and Related Party Transactions			65
Delinquent Section 16(a) Reports			65
Householding			65
Procedure for Nominating Directors for Election at an Annual Meeting or a Special Meeting			66
Procedure for Submitting Other Matters at an Annual Meeting			67
Procedure for Submitting Rule 14a-8 Stockholder Proposals			67
Other Matters that May Come Before the Annual Meeting			68
Appendix A - Proposed Amendment to the Amended and Restated Certificate of Designation of Digital Voting Series A-1 Preferred Stock of Overstock.com, Inc. Relating to the Series A-1 Preferred Proposal			A-1
Appendix B - Proposed Amendment to the Amended and Restated Certificate of Designation of Voting Series B Preferred Stock of Overstock.com, Inc. Relating to the Series B Preferred Proposal			B-1
Appendix C - Opinion of Financial Advisor			C-1

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Questions and Answers about the Annual Meeting and Procedural Matters

What is the purpose of the Annual Meeting?

At our Annual Meeting, stockholders will act upon the matters outlined in the meeting notice provided with this Proxy Statement, including:

•	the election of three Class II directors;

•	the ratification of our Audit Committee’s appointment of KPMG LLP as our independent registered public accounting firm for 2022;

•

the approval and adoption of an amendment to the Company’s Amended and Restated Certificate of Designation for the Series A-1 Preferred Stock, as set forth in Appendix A, to provide that each share of Digital Voting Series A-1 Preferred Stock will be automatically converted into 0.90 of a share of common stock (the “Series A-1 Preferred Proposal”), which proposal is conditioned on the adoption of the Series B Preferred Proposal (as defined below);

•

the approval and adoption of an amendment to the Company’s Amended and Restated Certificate of Designation for the Series B Preferred Stock, as set forth in Appendix B, to provide that each share of Voting Series B Preferred Stock will be automatically converted into 0.90 of a share of common stock (the “Series B Preferred Proposal”), which proposal is conditioned on the adoption of the Series A-1 Preferred Proposal; and

•

the approval of one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve either the Series A-1 Preferred Proposal or the Series B Preferred Proposal (the “Adjournment Proposal”).

Who can vote at the Annual Meeting?

Stockholders of record who owned Voting Shares at the close of business on March 14, 2022 (the “Record Date”) may virtually attend and vote at the Annual Meeting. Holders of Voting Shares are entitled to cast one vote for each share of common stock, Series A-1 Preferred Stock, and Series B Preferred Stock held by them on the Record Date. At the Record Date, a total of 47,686,358 Voting Shares were outstanding and entitled to vote at the Annual Meeting, consisting of 4,203,576 shares of Series A-1 Preferred Stock, 356,713 shares of Series B Preferred Stock, and 43,126,069 shares of common stock.

What are the recommendations of the Board?

Overstock’s Board unanimously recommends votes:

“FOR” the election of each of the nominated directors named in this Proxy Statement (see Proposal 1);

“FOR” the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (see Proposal 2);

“FOR” the Series A-1 Preferred Proposal (see Proposal 3);

“FOR” the Series B Preferred Proposal (see Proposal 4); and

“FOR” the approval of one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve either the Series A-1 Preferred Proposal or the Series B Preferred Proposal (see Proposal 5).

What is a quorum?

The presence virtually or by proxy of the holders of a majority of Voting Shares outstanding on the Record Date will be necessary to constitute a quorum for the Annual Meeting. With respect to the Series A-1 Preferred Proposal (Proposal 3) and the Series B Preferred Proposal (Proposal 4), a quorum will also require a majority of the outstanding shares of Series A-1 Preferred Stock and a majority of the outstanding shares of Series B Preferred Stock. In addition, the presence of holders of a

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Questions and Answers about the Annual Meeting and Procedural Matters

majority of the outstanding shares of Series A-1 Preferred Stock will be required for the Series A-1 Proposal (Proposal 3) and the presence of holders of a majority of the outstanding shares of Series B Preferred Stock will be required for the Series B Proposal (Proposal 4). Voting Shares represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a broker or nominee that are represented at the meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) will be counted as present and entitled to vote for purposes of determining the presence of a quorum. The inspector of election will tabulate the proxies and votes cast prior to the meeting and at the meeting to determine whether a quorum is present.

How do I vote?

You may submit your proxy to have your shares voted via the internet, by telephone, or virtually at the Annual Meeting. If you received printed proxy materials, you also have the option of submitting your proxy card by mail. In addition, you can virtually attend the meeting and vote by following the instructions available on the virtual meeting website. The designated proxies will vote according to your instructions; however, if you are a registered stockholder and you return an executed proxy card without specific instructions on how to vote, the proxies will vote:

“FOR” the election of each of the nominated directors named in Proposal 1;

“FOR” the ratification of KPMG LLP as our independent registered public accounting firm in Proposal 2;

“FOR” the approval of the Series A-1 Preferred Proposal as set forth in Proposal 3;

“FOR” the approval of the Series B Preferred Proposal as set forth in Proposal 4; and

“FOR” the approval of one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve either the Series A-1 Preferred Proposal in Proposal 4 or the Series B Preferred Proposal in Proposal 5.

If you are a “street name” stockholder and you do not return instructions on how to vote to your broker, your shares will not be voted except on Proposals 2 and 5. The voting of shares held by “street name” stockholders is further discussed below. Additionally, in order to vote at the meeting, you will need to obtain a signed legal proxy from the broker or nominee that holds your shares, because the broker or nominee is the legal, registered owner of the shares. If you have the broker’s proxy, you may vote by ballot virtually at the meeting.

If you hold Voting Shares in a retirement or savings plan or other similar plan, you may submit your vote via the internet or by telephone or by means of the direction on the proxy card. The trustee or administrator of the plan will vote according to your directions and the rules of the plan.

How can I attend the meeting with the ability to ask a question and/or vote?

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date (“Registered Holder”), or if you hold a valid legal proxy for the Annual Meeting if you are a beneficial holder and hold your shares through an intermediary, such as a bank or broker (“Beneficial Holder”). No physical meeting will be held. As a Registered Holder, you will be able to attend the Annual Meeting online, review the list of registered stockholders entitled to vote at the meeting, ask a question, and vote by visiting www.meetnow.global/MDDV5FJ and following the instructions on your notice, proxy card, or on the instructions that accompanied your proxy materials.

If you are a Beneficial Holder and want to attend the Annual Meeting online by webcast (with the ability to ask a question and/or vote, if you choose to do so) you have two options:

1)	Registration in Advance of the Annual Meeting

Submit proof of your proxy power (“Legal Proxy”) from your broker or bank reflecting your Overstock.com holdings along with your name and email address to Computershare.

SEC Form DEF 14A filed by Overstock.com Inc.