Overstock.com,Inc. (NASDAQ:OSTK) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2017 Annual Meeting of Stockholders (the Annual Meeting)
of the Company was held on May9, 2017. The Annual Meeting was an
annual meeting.
(b) There were 25,591,103 shares of stock eligible to be voted at
the Annual Meeting, of which 21,025,318 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 two directors to
three-year terms; (2)ratified the appointment of KPMG LLP as the
Companys independent registered public accounting firm for 2017;
(3)approved an amendment and restatement of the Companys equity
incentive plan; (4)approved, in a non-binding advisory vote,the
compensation paid by the Company to its Named Executive Officers;
and (5)recommended, in a non-binding advisory vote, that future
stockholder votes on the compensation paid by the Company to its
Named Executive Officers be held once every three years. The
proposals are described in detail in the Companys definitive
proxy statement for the Annual Meeting filed with the Securities
and Exchange Commission on March22, 2017. The final results of
the voting at the Annual Meeting were as follows:
Proposal 1 – Election of Directors
The individuals named below were elected at the Annual Meeting as
ClassIII members of the Board of Directors, to serve for terms of
three years ending in 2020, by the following votes:
|
Name |
|
For |
|
Withheld |
|
Broker Non-Votes |
|
|
Allison Abraham |
17,844,333 |
322,234 |
2,858,751 |
||||
|
Saum Noursalehi |
17,618,904 |
547,663 |
2,858,751 |
Proposal 2 – Ratification of Selection of Independent
Registered Public Accounting Firm
The Boards proposal to ratify the Audit Committees appointment of
KPMG LLP as the Companys independent registered public accounting
firm for the year ending December31, 2017 was approved by the
stockholders by the following vote:
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
|
20,969,685 |
52,893 |
2,740 |
|
Proposal 3 Amendment and Restatement of the Companys
Equity Incentive Plan
The Boards proposal to approve an amendment and restatement of
the Companys equity incentive plan was approved by the
stockholders by the following vote:
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
|
18,084,762 |
76,275 |
5,530 |
2,858,751 |
Proposal 4 Non-binding Advisory Vote on the
Compensation paid by the Company to its Named Executive
Officers
The Boards proposal to approve, in a non-binding advisory vote,
the compensation paid by the Company to its Named Executive
Officers (Say on Pay Vote) as disclosed in the Companys Proxy
Statement for the Annual Meeting was approved by the
stockholders by the following vote:
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
|
18,118,796 |
45,615 |
2,156 |
2,858,751 |
Proposal 5 Non-binding Advisory Vote on the
Frequency of Future Say on Pay Votes
The stockholders approved the Boards recommendation of once
every three years in the non-binding advisory vote on the
frequency of future Say on Pay Votes by voting as follows:
|
Onceevery oneyear |
|
Onceevery twoyears |
|
Onceevery threeyears |
|
Abstain |
|
Broker Non-Votes |
|
|
4,184,696 |
28,061 |
13,949,678 |
4,132 |
2,858,751 |
(c) Not applicable.
(d) The Companys decision in light of such vote as to how
frequently the Company will include a stockholder vote on the
compensation of executives in its proxy materials until the
next required vote on the frequency of stockholder votes on the
compensation of executives is to follow the recommendation of
the stockholders by holding the stockholder vote on the
compensation of executives once every three years.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
10.1 Overstock.com,Inc. Amended and Restated 2005 Equity
Incentive Plan
About Overstock.com, Inc. (NASDAQ:OSTK)
Overstock.com, Inc. is an online retailer and incubator of blockchain technology. Through its online retail business, the Company offers a range of price-competitive brand name, non-brand name and closeout products, including furniture, home decor, bedding and bath, housewares, jewelry and watches, apparel and designer accessories, health and beauty products, electronics and computers, and sporting goods. It operates Retail and Medici businesses. Its Retail business consists of its Direct and Partner segments. Its Other segment consists of Medici. The Company also sells various books, magazines, compact discs (CDs), digital versatile discs (DVDs) and video games. The Company sells these products and services through its Internet Websites located at www.overstock.com, www.o.co and www.o.biz. The Company’s other offerings include Worldstock Fair Trade, Main Street Revolution, Farmers Market, Pet Adoptions, Insurance and Supplier Oasis. Overstock.com, Inc. (NASDAQ:OSTK) Recent Trading Information
Overstock.com, Inc. (NASDAQ:OSTK) closed its last trading session down -0.25 at 15.15 with 136,167 shares trading hands.
