Beyond, Inc. (OSTK) Files 8-K: Director Changes & Bylaw Amendments

Ticker: BBBY-WT · Form: 8-K · Filed: May 24, 2024 · CIK: 1130713

Sentiment: neutral

Topics: corporate-governance, leadership-change, bylaws

Related Tickers: OSTK

TL;DR

OSTK filed an 8-K: new directors elected, bylaws amended, executive comp changes. Big shakeup.

AI Summary

On May 21, 2024, Beyond, Inc. (formerly Overstock.com, Inc.) filed an 8-K detailing several key events. These include the election of new directors, the appointment of new officers, and changes to compensatory arrangements. The filing also addresses amendments to the company's articles of incorporation and bylaws, and the submission of matters to a vote of security holders.

Why It Matters

This filing indicates significant corporate governance changes at Beyond, Inc., including leadership transitions and potential shifts in company structure, which could impact strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Changes in directors, officers, and bylaws can signal strategic shifts or internal restructuring, which may introduce uncertainty and affect the company's future performance.

Key Players & Entities

FAQ

What specific changes were made to Beyond, Inc.'s articles of incorporation or bylaws?

The filing indicates amendments to the articles of incorporation and bylaws were submitted, but the specific details of these amendments are not provided in the summary text.

Who are the newly elected directors at Beyond, Inc.?

The filing mentions the election of directors, but the names of the specific individuals elected are not detailed in the provided text.

What are the key changes in compensatory arrangements for officers?

The 8-K reports on changes to compensatory arrangements for certain officers, but the specifics of these arrangements are not elaborated upon in the provided text.

What matters were submitted to a vote of security holders?

The filing states that matters were submitted to a vote of security holders, but the nature of these matters is not specified in the provided text.

When did Beyond, Inc. change its name from Overstock.com, Inc.?

The provided text indicates that the former company name was Overstock.com, Inc. and the date of name change was February 3, 2006.

Filing Stats: 1,489 words · 6 min read · ~5 pages · Grade level 14 · Accepted 2024-05-24 16:10:34

Key Financial Figures

Filing Documents

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On May 21, 2024, the Company held the Annual Meeting, at which the stockholders voted in favor of an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Current Charter"), to declassify the Company's board of directors (the "Declassification Amendment"). The Declassification Amendment also amends the Current Charter to provide that directors may be removed with or without cause by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding capital stock of the Company entitled to vote in the election of directors. A detailed description of the Declassification Amendment was set forth in Proposal 4 in the Proxy Statement, which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation filed herewith as Exhibit 3.1 (the "Certificate of Amendment"). The Company's board of directors previously approved the Declassification Amendment, and it became effective upon filing the Certificate of Amendment with the Secretary of State of the State of Delaware on May 23, 2024. Additionally, in connection with the Declassification Amendment, the Board previously approved conforming amendments to the Company's Third Amended and Restated Bylaws (as amended, the "Fourth Amended and Restated Bylaws") to provide that directors may be removed with or without cause, which became effective upon the approval of the Declassification Amendment at the Annual Meeting. The foregoing description of the Fourth Amended and Restated Bylaws is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Fourth Amended and Restated Bylaws filed herewith as Exhibit 3.2. In addition, a marked copy of the Fourth Amended and Restated Bylaws

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on May 21, 2024. There were 45,733,478 shares of stock outstanding eligible to be voted at the Annual Meeting, of which 34,029,281 shares of stock were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which are described in detail in the Proxy Statement. 2 Proposal 1 - Election of Directors The election of the individuals named below as members of the Board of Directors, to serve for a term of one year ending at the 2025 annual meeting of stockholders and until such person's respective successor has been duly elected and qualified or until such person's earlier death, resignation, or removal, was approved by the following vote: Name For Withheld Broker Non-Votes Joanna C. Burkey 22,479,091 680,265 10,869,925 Barclay F. Corbus 17,089,060 6,070,296 10,869,925 Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm The ratification of the Audit Committee's appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 was approved by the following vote: For Against Abstain Broker Non-Votes 32,583,639 1,357,363 88,279 0 Proposal 3 – Say on Pay Vote The approval, on an advisory (non-binding) basis, of the compensation paid by the Company to its named executive officers (the "Say on Pay Vote"), was approved by the following vote: For Against Abstain Broker Non-Votes 20,689,040 2,406,890 63,426 10,869,925 Proposal 4 – Declassification Amendment The approval of the Declassification Amendment was approved by the following vote: For Against Abstain Broker Non-Votes 22,976,434 130,271 52,651 10,869,925 Proposal 5 – 2005 Plan Amendment The approval of the 2005 Plan Amendment was appro

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Beyond, Inc. 3.2 Fourth Amended and Restated Bylaws of Beyond, Inc. 3.3 Marked Fourth Amended and Restated Bylaws of Beyond, Inc. 10.1 Amendment to the Beyond, Inc. Amended and Restated 2005 Equity Incentive Plan 10.2 Executive Chairman Performance Award Grant Notice and Award Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BEYOND, INC. By: /s/ E. Glen Nickle E. Glen Nickle Chief Legal Officer Date: May 24, 2024 4

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