Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

FEBRUARY 16, 2024

Date of Report (date of earliest event reported)

Beyond, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

000-41850

87-0634302

(State or other jurisdiction of

(Commission File Number)

(I.R.S. Employer

incorporation or organization)

Identification Number)

799 W. Coliseum Way

Midvale, Utah 84047

(Address of principal executive offices)

(801) 947-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	BYON	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Executive Chairman of the Board of Beyond

On February 16, 2024, the Board of Directors (the “Board”) of Beyond, Inc. (“Beyond”) appointed Marcus Lemonis to serve as the Executive Chairman of the Board of Beyond, effective February 20, 2024. Mr. Lemonis joined the Board of Beyond on October 2, 2023, and has served as Chairman of the Board since December 10, 2023.

In connection with Mr. Lemonis’ commencement of service as Chairman of the Board in December 2023, the Compensation Committee of the Board and the Board considered the compensation package for Mr. Lemonis. Following deliberation, the Board determined that his compensation package for his role as Chairman of the Board, and commencing February 20, 2024, as Executive Chairman, would be comprised entirely of performance-based stock options with rigorous stock price hurdles to clearly align his compensation with the creation of meaningful, long-term stockholder value above the trading price of Beyond’s common stock at the time Mr. Lemonis first joined the Board. The performance-based stock option award to Mr. Lemonis is being granted to him for his services as Executive Chairman and will be a stand-alone award and will not be granted under Beyond’s 2005 Equity Incentive Plan. Mr. Lemonis will not receive any guaranteed compensation, whether in the form of cash or equity compensation, nor will he receive the cash or equity compensation paid to other non-employee members of the Board under Beyond’s non-employee director compensation program.

Beyond has created a performance-based stock option award for Mr. Lemonis that incentivizes him to not only continue to lead the company over the long term, but also to realize significant value for Beyond’s stockholders. On February 20, 2024, the Board granted to Mr. Lemonis, the “Executive Chairman Performance Award,” which is a stock option award that recognizes the large potential that Beyond’s Board believes could be achievable under Mr. Lemonis’ leadership. The closing price of Beyond’s common stock on the date that Mr. Lemonis was appointed to the Board, October 2, 2023, was $15.04, and the closing price of Beyond’s Common Stock on February 16, 2024 was $25.89, an approximately 72% increase.

The Executive Chairman Performance Award consists of stock options to purchase up to 2,250,000 shares of Beyond common stock with exercise prices and vesting conditions that represent ambitious stock price growth milestones above the trading price of Beyond common stock at the time Mr. Lemonis joined the Board. As a result, the Executive Chairman Performance Award will have value only in the event Beyond’s stock price equals or exceeds the stock price hurdles as follows:

•$45.00 Stock Price Hurdle: 500,000 of the stock options granted to Mr. Lemonis (“Tranche 1”) have an exercise price of $45.00 per share and will only vest if the average per-share closing price of Beyond’s common stock over any 20 consecutive trading day period following the grant date but prior to the second anniversary of the grant date equals or exceeds $45.00, subject to continued service through the vesting date.

•$50.00 Stock Price Hurdle: 750,000 of the stock options granted to Mr. Lemonis (“Tranche 2”) have an exercise price of $50.00 per share and will only vest if the average per-share closing price of Beyond’s common stock over any 20 consecutive trading day period following the grant date but prior to the third anniversary of the grant date equals or exceeds $50.00, subject to continued service through the vesting date.

•$60.00 Stock Price Hurdle: 1,000,000 of the stock options granted to Mr. Lemonis (“Tranche 3”) have an exercise price of $60.00 per share and will only vest if the average per-share closing price of Beyond’s common stock over any 20 consecutive trading day period following the grant date but prior to the fourth anniversary of the grant date equals or exceeds $60.00, subject to continued service through the vesting date.

Each tranche will also be subject to a minimum time vesting condition. The Compensation Committee and the Board granted the Executive Chairman Performance Award after a deliberate review process, in which the Compensation Committee and the Board received advice from a leading independent compensation consultant, as well as discussions with Mr. Lemonis, who otherwise recused himself from the Board’s deliberations.

At Mr. Lemonis’ request, the Executive Chairman Performance Award will be subject to stockholder approval. As a result, at the 2024 annual meeting of stockholders, the Board will recommend that Beyond’s stockholders approve the Executive Chairman Performance Award. In the event the stockholders do not approve the Executive Chairman Performance Award at the 2024 annual meeting, the Executive Chairman Performance Award will be forfeited.

To the extent one or more of the price hurdles have been achieved but the time-vesting condition has not yet been achieved, the earned portion of the Executive Chairman Performance Award will vest in the event Mr. Lemonis is removed as Executive Chairman of the Board without cause or is not nominated for reelection at any annual meeting of stockholders, or in the event of his death or disability. In addition, the Executive Chairman Performance Award will vest upon a change in control of Beyond to the extent a price hurdle is achieved based on the stock price at the time of the change in control. It is not currently expected that Mr. Lemonis will receive any new equity awards during the performance period of the Executive Chairman Performance Award, except where deemed appropriate by the Board.

The foregoing discussion of the proposed Executive Chairman Performance Award to be submitted for stockholder approval at Beyond’s 2024 annual meeting of stockholders is qualified in its entirety by the description of the Executive Chairman Performance Award and the form of award agreement to be included in Beyond’s definitive proxy statement to be filed with respect to such annual meeting.

Item 7.01. Regulation FD Disclosure

On February 20, 2024, Beyond, issued a press release announcing the appointment described above.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01 and the press release furnished as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of Beyond’s filings under the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and the Exchange Act. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements about the grant of, and the expected terms of, the proposed Executive Chairman Performance Award described herein. Additional information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found in Beyond’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2023, as updated by Beyond’s Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on October 31, 2023, and in our subsequent filings with the SEC.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.			Description of Exhibit
99.1			Press Release dated February 20, 2024
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:	February 20, 2024

Exhibit 99.1

Marcus Lemonis Appointed Executive Chairman of Beyond, Inc.

MIDVALE, Utah, February 20, 2024 — Beyond, Inc. (NYSE: BYON), owner of Bed Bath & Beyond, Overstock.com, and other online retail brands designed to unlock your home’s potential, today announced that on February 16, 2024, it appointed Marcus Lemonis as Executive Chairman of the board of directors, effective today. Lemonis has been a director of Beyond since October 2023 and the Chairman of its board since December 2023. As Executive Chairman, Lemonis will work closely with the management team to lead and execute Beyond's strategic priorities, including expanding customer offerings, driving operational excellence, and enhancing shareholder value.

"We look forward to continuing to work with Marcus in his new role as Executive Chairman of the board," said William Nettles, Independent Board Member and Chair of the Audit Committee. "His extensive experience and strategic insight have been instrumental in evolving our company since he joined the board. We are confident that his leadership will position us for the next phase of growth to deliver value to our employees, customers, and shareholders through what we anticipate will be an exciting blend of new brands and services.”

With more than 25 years of experience in business development and retail growth, Lemonis brings broad expertise in growing and scaling companies from the inside out. He is currently the Chairman and Chief Executive Officer of Camping World Holdings, Inc., responsible for growing both Camping World and its sister membership and services company Good Sam from the ground up to become the World’s Largest RV and outdoor retail affinity group. He’s well-known for his business acumen highlighted on CNBC’s The Profit where he famously advised small businesses to focus on their people, process, and products to achieve stability and profitability. Lemonis also helps homeowners improve the value and function of their homes on his hit TV show, The Renovator.

"I am honored to be taking on the role as Executive Chairman of the Beyond Board of Directors," said Lemonis. "I’ve enjoyed getting to know the talented team at Beyond over the past several months and I look forward to working with them more closely to capitalize on growth opportunities and set us up for the future.”

In connection with Lemonis’s service as Executive Chairman, he will receive no salary or guaranteed equity. Rather, his compensation will be comprised entirely of performance-based stock options with rigorous stock price hurdles to clearly align his compensation with the creation of meaningful, long-term stockholder value above the trading price of Beyond’s common stock when Lemonis joined the Board.

About Beyond

Beyond, Inc. (NYSE:BYON), based in Midvale, Utah, is an ecommerce expert with a singular focus: connecting consumers with products they love. The Company owns the Bed Bath & Beyond brand and associated intellectual property. Bed Bath & Beyond is an online furniture and home furnishings retailer in the United States and Canada. The leading ecommerce website sells a broad range of quality, on-trend home products at competitive prices, including furniture, bedding and bath, patio and outdoor, area rugs, tabletop and cookware, décor, storage and organization, small appliances, home improvement, and more. The online shopping site features millions of products that tens of millions of customers visit each month. Beyond regularly posts information about the Company and other related matters on the Newsroom and Investor Relations pages on its website.

Beyond, Bed Bath & Beyond, Welcome Rewards, Overstock and Overstock Government are trademarks of Beyond, 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 Statements

This press release contains 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 our future performance and the achievement of performance targets. 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, 2022, filed with the SEC on February 24, 2023, as updated by the Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on October 31, 2023, and in our subsequent filings with the SEC.

Beyond, Inc. Media Relations:

Sarah Factor

pr@beyond.com

Cover Page	Feb. 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 16, 2024
Entity Registrant Name	Beyond, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-41850
Entity Tax Identification Number	87-0634302
Entity Address, Address Line One	799 W. Coliseum Way
Entity Address, City or Town	Midvale
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84047
City Area Code	801
Local Phone Number	947-3100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	BYON
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001130713
Amendment Flag	false