Overstock Reports Voting Results of Annual Meeting of Stockholders
May 12 2022 - 4:05PM
Overstock.com, Inc. (NASDAQ:OSTK), a leading home furnishings
e-commerce retailer, today announced voting results of the
shareholder proposals considered at its annual meeting of
stockholders held on Thursday, May 12, 2022. Shareholders voted in
favor of re-electing Barbara H. Messing, Robert J. Shapiro, and
Joseph J. Tabacco to the Board of Directors, and converting the
Series A-1 and Series B preferred stock into common stock.
Shareholders also ratified the appointment of KPMG LLP as the
company's independent registered public accounting firm for the
fiscal year 2022.
“I’m pleased that our shareholders overwhelmingly voted to
re-elect Barb, Rob, and Joe,” said Overstock CEO Jonathan Johnson.
“These three directors have such a wealth of corporate experience,
impressive qualifications, and acute judgment. I appreciate how
they continually inspire me and add valued insight to our company
decisions.”
Shareholders also voted to approve the company’s proposed
conversion of the Digital Voting Series A-1 Preferred Stock (OSTKO)
(the “Series A-1”) and Voting Series B Preferred Stock (OSTBP) (the
“Series B”) into shares of the company’s common stock (OSTK) (the
“Conversion”). “Going from three classes of stock to one will
greatly simplify our capital structure going forward,” said
Johnson.
The company will now begin the process to convert the Series A-1
and Series B shares into common stock, working with its transfer
agent, applicable broker-dealers, and the Depository Trust &
Clearing Corporation (DTCC). The Conversion will become effective
upon the filing of the Certificates of Amendment to the
certificates of designation for the Series A-1 and Series B shares
with the Delaware Secretary of State, which the company expects to
complete on June 10, 2022. The Series A-1 and Series B shares will
cease trading at market close on June 10, 2022, and the company
will complete any other required regulatory filings to effect the
Conversion on that date.
The voting results announced today are considered preliminary
until final results are tabulated and certified by the independent
Inspector of Elections. The final results will be filed in a
Current Report on Form 8-K with the U.S. Securities and Exchange
Commission and will be made available on the company’s investor
website.
About OverstockOverstock.com, Inc. (Common
Stock (NASDAQ:OSTK) / Series A-1 Preferred Stock (tZERO ATS:OSTKO)
/ Series B Preferred Stock (OTCQX:OSTBP)) is an online
retailer and technology company based in Salt Lake City, Utah.
Its leading e-commerce website sells a broad range of new home
products at low prices, including furniture, décor, area rugs,
bedding and bath, home improvement, and more. The online shopping
site features millions of products that tens of millions of
customers visit each month. In 2014, Overstock became the first
major retailer to accept cryptocurrency as a form of payment and
continues to do so. Overstock regularly posts information about the
Company and other related matters on
the Newsroom and Investor Relations pages on
its website, Overstock.com.
O, Overstock.com, O.com, and Club O are registered trademarks of
Overstock.com, Inc. Other service marks, trademarks and trade names
which may be referred to herein are the property of their
respective owners.
Cautionary Note Regarding Forward-Looking
StatementsThis press release contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Such forward-looking statements include all statements
other than statements of historical fact, including but not limited
to statements regarding the Conversion. Additional information
regarding factors that could materially affect results and the
accuracy of the forward-looking statements contained herein may be
found in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, Form 10-Q for the quarter ended
March 31, 2022, and in our subsequent filings with
the SEC.
ContactsInvestor Relations:Lavesh
Hemnaniir@overstock.com |
Media Relations:Sarah Factorpr@overstock.com |
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