Beyond Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 8, 2025, the Board of Directors (the “Board”) of Beyond, Inc. (the “Company”), upon recommendation by the Board’s Compensation Committee, approved an amendment to the Company’s Amended and Restated 2005 Equity Incentive Plan (the “Prior 2005 Plan”) to increase the individual award limits for purposes of the issuance of the awards granted to Marcus A. Lemonis, the Company’s Executive Chairman, on March 10, 2025 that exceed such limits, subject to stockholder approval of such amendment at the Company’s annual meeting of stockholders to be held in 2025 (the “2005 Plan Award Limit Amendment”).
On May 15, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”), at which the stockholders approved the 2005 Plan Award Limit Amendment.
A detailed description of the 2005 Plan Award Limit Amendment was set forth in Proposal 5 in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 28, 2025 (the “Proxy Statement”), which description is incorporated herein by reference and is qualified in its entirety by reference to the Amendment to the Amended and Restated Beyond, Inc. 2005 Equity Incentive Plan filed herewith as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 15, 2025. There were 55,220,939 shares of stock outstanding eligible to be voted at the Annual Meeting, of which 38,910,257 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.
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 2026 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 | ||||||||
| Marcus A. Lemonis | 20,734,914 | 863,874 | 17,311,469 | ||||||||
| Joanna C. Burkey | 16,953,321 | 4,645,467 | 17,311,469 | ||||||||
| Barclay F. Corbus | 15,481,525 | 6,117,263 | 17,311,469 | ||||||||
| William B. Nettles, Jr. | 20,677,412 | 921,376 | 17,311,469 | ||||||||
| Debra G. Perelman | 20,613,500 | 985,288 | 17,311,469 | ||||||||
| Dr. Robert J. Shapiro | 20,521,959 | 1,076,829 | 17,311,469 | ||||||||
| Joseph J. Tabacco, Jr. | 16,628,927 | 4,969,861 | 17,311,469 | ||||||||
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, 2025 was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 33,946,304 | 4,066,361 | 897,592 | 0 | ||||||||
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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 | ||||||||
| 14,762,976 | 6,659,358 | 176,454 | 17,311,469 | ||||||||
Proposal 4 – Amendment and Restatement of the Amended and Restated 2005 Equity Incentive Plan
The approval of an amendment and restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan was not approved:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 11,104,169 | 9,668,750 | 825,869 | 17,311,469 | ||||||||
Proposal 5 – 2005 Plan Award Limit Amendment
The approval of an amendment to the Company’s Amended and Restated 2005 Equity Incentive Plan to increase the individual award limits for purposes of the issuance of the portion of the awards granted to Marcus A. Lemonis, the Company’s Executive Chairman and Principal Executive Officer, on March 10, 2025 that exceeded such limits was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 14,502,346 | 6,917,810 | 178,632 | 17,311,469 | ||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description of Exhibit | ||||
| Amendment to the Amended and Restated Beyond, Inc. 2005 Equity Incentive Plan | |||||
104 | The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document. | ||||
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SIGNATURES
| 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/ Melissa Smith | |||||||
| Melissa Smith | ||||||||
| General Counsel and Corporate Secretary | ||||||||
| Date: | May 21, 2025 | |||||||
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