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Overstock.com (OSTK)

Employees
Data from SEC filings
Employee count
CEO pay ratio
CEO Salary
Median Employee Salary
ESG framework mentions
In last year of SEC filings
Sustainability Accounting Standards Board (SASB)
No mentions
Global Reporting Initiative (GRI)
No mentions
Task Force on Climate-related Financial Disclosures (TCFD)
No mentions
UN Sustainable Development Goals (SDGs)
No mentions
Shareholder alignment
Proxy contests and exempt solicitations in last 3 years

No recent proxy contest or exempt solicitation filings from shareholders.

Vote support at last AGM


(a) The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 12, 2022.


(b) There were 43,126,069 shares of Common Stock outstanding eligible to be voted at the Annual Meeting, 4,203,576 shares of Digital Voting Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”) outstanding eligible to be voted at the Annual Meeting, and 356,713 shares of Voting Series B Preferred Stock (the “Series B Preferred Stock”) outstanding eligible to be voted at the Annual Meeting. Such Common Stock, Series A-1 Preferred Stock and Series B Preferred Stock (together, the “Voting Shares”) outstanding eligible to be voted at the Annual Meeting totaled 47,686,358, of which 3,573,972 shares of Series A-1 Preferred Stock, 316,760 shares of Series B Preferred Stock, and 33,849,107 shares of Common Stock 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 three directors to a three-year term; (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022; (3) approved the Series A-1 Preferred Proposal; (4) approved the Series B Preferred Proposal; and (5) approved the Adjournment Proposal. 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 23, 2022. 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 Class II members of the Board of Directors, to serve for a term of three years ending in 2025, by the following vote:


Voting Shares:


NameForWithheldBroker Non-Votes
Joseph J. Tabacco, Jr.25,332,1765,362,1517,045,512
Dr. Robert J. Shapiro30,325,196369,1317,045,512
Barbara H. Messing29,829,733864,5947,045,512



Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm


The 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, 2022 was approved by the stockholders by the following vote:


Voting Shares:


ForAgainstAbstainBroker Non-Votes
36,587,688958,488193,6630



Proposal 3 – Series A-1 Preferred Proposal


The proposal to approve an amendment to the Amended and Restated Certificate of Designation of our Series A-1 Preferred Stock to make Series A-1 Preferred Stock automatically convert into common stock, was approved by the stockholders by the following vote:


Voting Shares:


ForAgainstAbstainBroker Non-Votes
30,242,463376,23875,6267,045,512



Series A-1 Preferred Stock:


ForAgainstAbstainBroker Non-Votes
2,339,406162,5025,2961,066,768





2


Series A-1 Preferred Stock and Series B Preferred Stock:


ForAgainstAbstainBroker Non-Votes
2,631,183167,2595,2961,086,994



Proposal 4 – Series B Preferred Proposal


The proposal to approve an amendment to the Amended and Restated Certificate of Designation of our Series B Preferred Stock to make Series B Preferred Stock automatically convert into common stock, was approved by the stockholders by the following vote:


Voting Shares:


ForAgainstAbstainBroker Non-Votes
30,244,462375,59974,2667,045,512



Series B Preferred Stock:


ForAgainstAbstainBroker Non-Votes
291,7774,757020,226



Series A-1 Preferred Stock and Series B Preferred Stock:


ForAgainstAbstainBroker Non-Votes
2,631,963164,8776,8981,086,994



Proposal 5 – Adjournment Proposal


The proposal to approve one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve either the Series A-1 Preferred Proposal or the Series B Preferred Proposal, was approved by the stockholders by the following vote:


Voting Shares:


ForAgainstAbstainBroker Non-Votes
29,579,275998,84825,2317,045,512