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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
January 23, 2023
Date of Report (date of earliest event reported)
Overstock.com, Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 000-49799 | | 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)
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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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | OSTK | NASDAQ Global Market |
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
(e) On January 23, 2023, the Compensation Committee of the Board of Directors of Overstock.com, Inc. (the “Company”) approved the base salaries for 2023 (effective January 29, 2023) for certain of the Company’s executive officers, including those set forth in the table below. The Committee also approved the grants of restricted stock units under the Company’s 2005 Equity Incentive Plan, which are set forth in the table below.
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| Executive Officer | Title | 2023 Salary | Restricted Stock Unit Award* |
| Jonathan E. Johnson III | Chief Executive Officer | $875,000.00 | 161,725 |
| David Nielsen | President | $600,000.00 | 62,893 |
| Adrianne Lee | Chief Financial Officer | $600,000.00 | 62,893 |
| Carter Lee | Chief People Officer | $370,000.00 | 22,462 |
*Restricted stock unit grants are made pursuant to the Company’s 2005 Equity Incentive Plan and will vest in three equal annual increments after the January 23, 2023 grant date. Figures shown are the number of units/shares.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. | Description of Exhibit |
104 | The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document |
SIGNATURE
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| 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. |
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| | OVERSTOCK.COM, INC. |
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| By: | /s/ E. Glen Nickle |
| | E. Glen Nickle |
| | Chief Legal Officer |
| Date: | January 25, 2023 |