Overstock.com, Inc. (NASDAQ:OSTK) Files An 8-K Submission of Matters to a Vote of Security Holders

(a) The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Overstock.com, Inc. (the “Company”) was held on May 12, 2020.

(b) There were 40,854,430 shares of stock eligible to be voted at the Annual Meeting, of which 31,845,121 shares were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business. At the Annual Meeting, the stockholders of the Company: (1) elected one director to a three-year term; (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2020; (3) entered a non-binding advisory vote to approve the compensation paid by the Company to its Named Executive Officers (the “Say on Pay Vote”); and (4) approved an amendment to our Amended and Restated 2005 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance by 1,300,000 shares. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 31, 20120. The final results of the voting at the Annual Meeting were as follows:

Proposal 1 – Election of Directors

The individual named below was elected at the Annual Meeting as a Class III member of the Board of Directors, to serve for a term of three years ending in 2023, by the following votes:

Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm

The Board’s proposal to ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 was approved by the stockholders by the following vote:

Proposal 3 – Say on Pay Vote

The Board’s proposal for stockholders to support the compensation paid by the Company to its Named Executive Officers (the “Say on Pay Vote”) was approved by the stockholders by the following non-binding advisory vote:

Proposal 4 – Approval of Amendment to the Amended and Restated 2005 Equity Incentive Plan

The Board’s proposal to approve an amendment to the Company’s Amended and Restated 2005 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance by 1,300,000 shares was approved by the stockholders by the following vote: