Overstock.com Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
$OSTK
Catalog/Specialty Distribution
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 7.01 Regulation FD
On November 30, 2023, the Board of Directors of Beyond, Inc. (the “Company”) approved, subject to and effective upon the approval of the Company’s stockholders, an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate Amendment”) to declassify the Board of Directors (“Board”) at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Meeting”).
Currently, the Board is divided into three classes and each director is elected for a three-year term. If the stockholders of the Company approve the Certificate Amendment at the 2024 Meeting, effective upon the filing of the Certificate Amendment with the State of Delaware, the Board will be declassified and all of the directors of the Company will be elected at least annually, beginning with the Company’s 2025 Annual Meeting of Stockholders.
On November 30, 2023, the Company issued a press release announcing their intent to declassify the Board, which is being furnished with this report and attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is being furnished with this report:
Exhibit No. | Description of Exhibit | ||||
| Press Release dated November 30, 2023 | |||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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 future actions of the Company’s Board of Directors and stockholders. 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, Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 2, 2023, Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on July 31, 2023, 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.
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: | November 30, 2023 | |||||||
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