Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

 

 

Dear Fellow Stockholders:

At our 2022 Annual Meeting, we will ask you to approve amendments to facilitate the conversion of our Digital Voting Series A-1 Preferred Stock (OSTKO) and Voting Series B Preferred Stock (OSTBP) into common stock (OSTK).

These changes will allow Overstock to consolidate its equity structure into one class of stock and bring value to shareholders by streamlining the company’s reporting obligations, reducing cost and effort associated with maintaining shares on different trading platforms, preventing confusion associated with inconsistent stock prices, improving liquidity for holders of preferred shares, and streamlining shareholder voting processes. We are asking to do this conversion now as it helps Overstock simplify its capital structure and direct focus and attention on its core ecommerce business.

The Board of Directors is fully supportive of this conversion and believes it will help us achieve our business objectives while delivering value to the Company’s stockholders. The Board encourages you to support this conversion to help the Company achieve its goals.

Thank you for being a shareholder. We appreciate your ownership and support.

Sincerely,

Midvale, Utah

March [23], 2022

Dear Fellow Stockholders:

We cordially invite you to attend the 2022 Annual Meeting of Stockholders of Overstock.com, Inc. (the “Company”) at 1:00 p.m. Mountain Time on May 12, 2022. Due to the ongoing public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees, stockholders, and our community, the meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can examine the list of registered stockholders entitled to vote at the meeting, submit questions, and vote online. The meeting can be accessed by visiting www.meetnow.global/MDDV5FJ and entering your control number (which can be found on your proxy card or notice of internet availability mailed to you).

At the meeting, holders of our common stock, our Digital Voting Series A-1 Preferred Stock, and our Voting Series B Preferred Stock (collectively, our “Voting Shares”) will vote on the following matters:

Stockholders will also consider and act upon any other matter properly coming before the Annual Meeting.

Following the meeting, we will discuss our business and answer appropriate questions.

Holders of record of shares of our Voting Shares at the close of business on March 14, 2022 are entitled to vote at the meeting and any postponements or adjournments. To ensure that your vote is recorded promptly, please submit a proxy as soon as possible, even if you plan to virtually attend the meeting. We encourage you to submit a proxy to have your shares voted at the meeting via the internet or by telephone. If you received a printed set of proxy materials, you also have the option of submitting your proxy by completing, signing, dating, and returning the proxy card that accompanied the printed materials. Submitting your vote via the internet or by telephone or proxy card will not affect your right to vote at the meeting if you decide to attend virtually.

We are mailing to some of our stockholders a notice of internet availability of proxy materials instead of a paper copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”). The notice contains instructions on how to access those documents via the internet. The notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our 2021 Form 10-K and a form of proxy card or voting instruction card, as applicable. Stockholders who do not receive a notice of internet availability of proxy materials will receive a paper copy of the proxy materials by mail. We anticipate that this process will minimize the costs of printing and distributing our proxy materials.

Midvale, Utah

March [23], 2022

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 12, 2022.

The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year

ended December 31, 2021 are available at http://www.overstock.com/proxy.

Whether or not you plan to virtually attend the meeting, please submit your proxy via the internet, telephone, or by completing, signing, dating, and returning your Proxy Card in the enclosed prepaid business reply envelope.

799 W. Coliseum Way

Midvale, Utah 84047

Our Board of Directors (the “Board”) is soliciting proxies for the 2022 Annual Meeting of Stockholders of Overstock.com, Inc. (“Overstock,” the “Company,” “we” or “our”), which will be held at 1:00 p.m. Mountain Time on May 12, 2022. The meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can examine the list of registered stockholders entitled to vote at the meeting, submit questions, and vote online. The meeting and the list of registered stockholders can be accessed by visiting www.meetnow.global/MDDV5FJ and entering your control number (which can be found on your proxy card or notice of internet availability mailed to you). This Proxy Statement contains important information for you to consider when deciding how to vote on the matters before the meeting.

We have elected to provide access to our proxy materials to our stockholders via the internet. Accordingly, a notice of internet availability of proxy materials has been mailed to most of our stockholders, while other stockholders have instead received paper copies of the proxy materials accessible via the internet. Stockholders who received the notice of internet availability of proxy materials can access the proxy materials at http://www.overstock.com/proxy or request that a printed set of the proxy materials be sent to them by following the instructions set forth on the notice of internet availability of proxy materials.

Please follow the instructions on the notice of internet availability mailed to you for details on how to request future proxy materials be sent to you electronically by e-mail or in printed form by mail on an ongoing basis. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials or a link to a special website to access our proxy materials. Your election to receive proxy materials by e-mail or printed form by mail will remain in effect until you terminate it.

Choosing to receive future proxy materials by e-mail will allow us to provide you with the proxy materials you need in a timelier manner, will save us the cost of printing and mailing documents to you, and be more environmentally responsible.

Our principal offices are located at 799 W. Coliseum Way, Midvale, Utah 84047, and our telephone number is (801) 947-3100.

The Board set March 14, 2022 as the record date for the meeting (“Record Date”). Stockholders who owned shares of our common stock, our Digital Voting Series A-1 Preferred Stock (“Series A-1 Preferred Stock”), and our Voting Series B Preferred Stock (“Series B Preferred Stock” and, together with the common stock and Series A-1 Preferred Stock, collectively, our “Voting Shares”) at the close of business on that date are entitled to virtually attend and vote at the meeting. Each Voting Share is entitled to one vote. At the Record Date, a total of [47,755,444] Voting Shares were outstanding and entitled to vote at the meeting, consisting of 4,203,576 shares of Series A-1 Preferred Stock, 356,713 shares of Series B Preferred Stock, and [43,195,155] shares of common stock. A majority of the outstanding Voting Shares present at the meeting or by proxy will constitute a quorum for the transaction of business. With respect to the Series A-1 Preferred Proposal, a quorum will also require a majority of the outstanding shares of Series A-1 Preferred Stock and with respect to the Series B Preferred Proposal, a quorum will also require a majority of the outstanding shares of Series B Preferred Stock.

If you were a stockholder as of the close of business on the Record Date and have a control number, you may vote at and ask questions during the meeting by following the instructions available on the virtual meeting website. You may still submit your vote in advance of the meeting via the internet or by telephone or proxy card, as instructed in the Proxy Statement and notice of internet availability. If you do not have your control number, you may attend the Annual Meeting as a guest (non-stockholder), but you will not have the option to vote your shares or ask questions during the virtual meeting.

To access the virtual meeting please visit www.meetnow.global/MDDV5FJ. To login to the virtual meeting, you have two options: Join as a “Guest” or Join as a “Stockholder”. If you join as a “Stockholder” you will be required to enter a control number. Your control number can be found on your proxy card, voter instruction form (VIF), or notice of internet availability mailed to you. Closed captioning will be provided for the duration of the virtual meeting. The list of our registered stockholders entitled to vote at the Annual Meeting will be available for viewing by stockholders during the Annual Meeting for any purpose germane to the meeting by accessing the virtual meeting website at www.meetnow.global/MDDV5FJ. The list will also be available for inspection for at least 10 days prior to the Annual Meeting at the Company’s principal place of business located at 799 W. Coliseum Way, Midvale, Utah 84047. An audio replay of the virtual meeting will be available at http://investors.overstock.com within three days of the meeting date.

If you encounter any technical difficulties with the virtual meeting website on the meeting day during either the check-in or the meeting itself, please call the technical support number at (781) 575-2748 or toll-free at (888) 724-2416. The technical support number will also be posted on the virtual meeting website.

Voting materials, which include this Proxy Statement, the proxy card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”) are first being sent or made available to stockholders on or about March [23], 2022.

The date of this Proxy Statement is March [23], 2022.

At our Annual Meeting, stockholders will act upon the matters outlined in the meeting notice provided with this Proxy Statement, including:

Stockholders of record who owned Voting Shares at the close of business on March 14, 2022 (the “Record Date”) may virtually attend and vote at the Annual Meeting. Holders of Voting Shares are entitled to cast one vote for each share of common stock, Series A-1 Preferred Stock, and Series B Preferred Stock held by them on the Record Date. At the Record Date, a total of [47,755,444] Voting Shares were outstanding and entitled to vote at the Annual Meeting, consisting of 4,203,576 shares of Series A-1 Preferred Stock, 356,713 shares of Series B Preferred Stock, and [43,195,155] shares of common stock.

Overstock’s Board unanimously recommends votes:

“FOR” the election of each of the nominated directors named in this Proxy Statement (see Proposal 1);

“FOR” the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (see Proposal 2);

“FOR” the Series A-1 Preferred Proposal (see Proposal 3);

“FOR” the Series B Preferred Proposal (see Proposal 4); and

“FOR” the approval of 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 (see Proposal 5).

The presence virtually or by proxy of the holders of a majority of Voting Shares outstanding on the Record Date will be necessary to constitute a quorum for the Annual Meeting. With respect to the Series A-1 Preferred Proposal (Proposal 3) and the Series B Preferred Proposal (Proposal 4), a quorum will also require a majority of the outstanding shares of Series A-1 Preferred Stock and a majority of the outstanding shares of Series B Preferred Stock. In addition, the presence of holders of a

majority of the outstanding shares of Series A-1 Preferred Stock will be required for the Series A-1 Proposal (Proposal 3) and the presence of holders of a majority of the outstanding shares of Series B Preferred Stock will be required for the Series B Proposal (Proposal 4). Voting Shares represented by proxies that reflect abstentions or “broker non-votes” (i.e., shares held by a broker or nominee that are represented at the meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) will be counted as present and entitled to vote for purposes of determining the presence of a quorum. The inspector of election will tabulate the proxies and votes cast prior to the meeting and at the meeting to determine whether a quorum is present.

You may submit your proxy to have your shares voted via the internet, by telephone, or virtually at the Annual Meeting. If you received printed proxy materials, you also have the option of submitting your proxy card by mail. In addition, you can virtually attend the meeting and vote by following the instructions available on the virtual meeting website. The designated proxies will vote according to your instructions; however, if you are a registered stockholder and you return an executed proxy card without specific instructions on how to vote, the proxies will vote:

“FOR” the election of each of the nominated directors named in Proposal 1;

“FOR” the ratification of KPMG LLP as our independent registered public accounting firm in Proposal 2;

“FOR” the approval of the Series A-1 Preferred Proposal as set forth in Proposal 3;

“FOR” the approval of the Series B Preferred Proposal as set forth in Proposal 4; and

“FOR” the approval of 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 in Proposal 4 or the Series B Preferred Proposal in Proposal 5.

If you are a “street name” stockholder and you do not return instructions on how to vote to your broker, your shares will not be voted except on Proposals 2 and 5. The voting of shares held by “street name” stockholders is further discussed below. Additionally, in order to vote at the meeting, you will need to obtain a signed legal proxy from the broker or nominee that holds your shares, because the broker or nominee is the legal, registered owner of the shares. If you have the broker’s proxy, you may vote by ballot virtually at the meeting.

If you hold Voting Shares in a retirement or savings plan or other similar plan, you may submit your vote via the internet or by telephone or by means of the direction on the proxy card. The trustee or administrator of the plan will vote according to your directions and the rules of the plan.

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date (“Registered Holder”), or if you hold a valid legal proxy for the Annual Meeting if you are a beneficial holder and hold your shares through an intermediary, such as a bank or broker (“Beneficial Holder”). No physical meeting will be held. As a Registered Holder, you will be able to attend the Annual Meeting online, review the list of registered stockholders entitled to vote at the meeting, ask a question, and vote by visiting www.meetnow.global/MDDV5FJ and following the instructions on your notice, proxy card, or on the instructions that accompanied your proxy materials.

If you are a Beneficial Holder and want to attend the Annual Meeting online by webcast (with the ability to ask a question and/or vote, if you choose to do so) you have two options:

Registration is only required if you are a Beneficial Holder, as set forth above.

If you are a Registered Holder follow the instructions on the notice, email, or proxy card that you received to access the meeting.

If you are a Beneficial Holder, please see the registration options set forth in numbers (1) and (2) above.

Online voting will be available during the meeting.

We are pleased to embrace the latest technology to provide expanded access and improved communication for our stockholders and the Company. We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the meeting since our stockholders can participate from any location around the world with internet access. We also believe holding a virtual meeting this year will help safeguard the health of all meeting participants in view of the concerns regarding the ongoing coronavirus pandemic.

The virtual meeting platform is fully supported across browsers (Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it, or you may call 1-888-724-2416.

The Nominating and Corporate Governance Committee of the Board of Directors may select a substitute nominee. In that case, if you have submitted your proxy via the internet or by telephone or completed and returned your proxy card or voting instruction card, the proxy holders will have the discretion to vote your shares for the substitute nominee. They cannot vote for more than the three Class II nominees.

You may submit your proxy to have your shares voted at the Annual Meeting via the internet or by telephone by following the instructions contained in the notice of internet availability of proxy materials. If you received a printed set of proxy materials, you may submit your proxy via the internet or by telephone by following the instructions contained on the proxy card that accompanied the printed materials.

If you are a registered stockholder, the deadline for submitting your proxy by telephone or via the internet is 11:59 p.m. Eastern Time on May 11, 2022. If you are a participant in the Overstock 401(k) plan, the deadline for submitting your voting directions by telephone or via the internet is 11:59 p.m. Eastern Time on May 9, 2022.

Subject to the deadlines set forth in the paragraph above, you may change your vote at any time before such deadline by re-submitting your proxy via the internet or by telephone or by virtually attending the Annual Meeting and voting at the Annual Meeting by filling out an online ballot.

If you have delivered a proxy, you may revoke your proxy at any time before your shares are voted by filing with our Corporate Secretary a written notice of revocation at our Company headquarters at the address shown on the first page of this Proxy Statement. The revocation must be received prior to the time your shares are voted. At the meeting, you also may revoke your proxy by voting via online ballot at the virtual stockholder meeting. Your virtual attendance at the meeting will not by itself revoke your proxy.

If your shares are held in “street name” or you are a participant in the Overstock 401(k) plan, please contact your broker, nominee, trustee, or administrator to determine whether and how you will be able to revoke or change your vote.

To be environmentally conscious, and in accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) which allow companies to furnish their proxy materials via the internet, we sent some of our stockholders a notice of internet availability of proxy materials for this year’s Annual Meeting of stockholders. Other stockholders were instead sent paper copies of the proxy materials accessible via the internet. Instructions on how to access the proxy materials via the internet or to request a paper copy can be found in the notice of internet availability of proxy materials. In addition, stockholders may request proxy materials in printed form, by mail, or electronically by e-mail on an ongoing basis by following the instructions on the notice of internet availability mailed to you. A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the stockholder terminates it.

No, but the notice of internet availability of proxy materials provides instructions on how to vote your shares.

Assuming a quorum is present, the matters to come before the Annual Meeting that are listed in the Notice of Annual Meeting of Stockholders require the votes described below to be approved.

Proposal 1—Election of Directors—Directors to our Board are elected by a plurality of the votes cast by the holders of Voting Shares, meaning that the nominee(s) for the applicable election receiving the highest number of Voting Shares voted “for” their election will be elected as members of the Board of Directors. This year, such nominees would be elected as Class II members of the Board of Directors. Our director resignation policy requires that if any nominee for director fails to receive a greater number of “for” votes than “withheld” votes in an uncontested election (such as at the Annual Meeting), such person

must tender his or her resignation to the Chairperson of the Board within five business days following certification of the vote. See “The Board—Director Resignation Policy.”

With respect to the election of directors, you may vote “for” or “withhold” authority to vote for any nominee for election. If you “withhold” authority to vote with respect to any director nominee, your vote will have no effect on the election of such nominee. Broker non-votes also will have no effect on the election of directors. There is no cumulative voting in the election of directors.

Proposal 2—Ratification of our Audit Committee’s appointment of KPMG LLP as our independent registered public accounting firm—the affirmative vote of the holders of a majority of the shares of Voting Shares present virtually or represented by proxy and voting on the matter (which shares voting affirmatively also constitute at least a majority of the required quorum) is required to approve this proposal. You may vote “for,” “against,” or “abstain” on this proposal. Abstentions will have no effect on the determination of whether this proposal has received the vote of a majority of Voting Shares present virtually or represented by proxy and voting at the meeting. However, abstentions could prevent the approval of this proposal if the number of affirmative votes, though a majority of the votes represented and cast, does not constitute a majority of the required quorum.

Proposal 3—Series A-1 Preferred Proposal – Approval of 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—the affirmative votes of the holders of a majority of the issued and outstanding shares of (i) Voting Shares, voting together as a class, (ii) Series A-1 Preferred Stock, voting as a separate series, and (iii) Series A-1 Preferred Stock and Series B Preferred Stock, voting together as a class, is required to approve this proposal. You may vote “for,” “against,” or “abstain” on this proposal. Abstentions and broker non-votes will have the effect of votes “against” this proposal.

Proposal 4—Series B Preferred Proposal – Approval of 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—the affirmative votes of the holders of a majority of the issued and outstanding shares of (i) Voting Shares, voting together as a class, (ii) Series B Preferred Stock, voting as a separate series, and (iii) Series A-1 Preferred Stock and Series B Preferred Stock, voting together as a class, is required to approve this proposal. You may vote “for,” “against,” or “abstain” on this proposal. Abstentions and broker non-votes will have the effect of votes “against” this proposal.

Proposal 5—Adjournment Proposal – Approval of 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—the affirmative vote of the holders of a majority of the shares of Voting Shares present virtually or represented by proxy. You may vote “for,” “against,” or “abstain” on this proposal. Abstentions will have the effect of a vote “against” the proposal.

If both the Series A-1 Preferred Proposal and the Series B Preferred Proposal are approved by our stockholders, we will file the amendments to the amended and restated certificates of designation for both the Series A-1 Preferred Stock and the Series B Preferred Stock, in the forms attached to this Proxy Statement as Appendix A and Appendix B, respectively, with the Delaware Secretary of State.

Upon filing of these amendments, all outstanding shares of Series A-1 Preferred Stock will automatically convert into 0.90 of a share of common stock, and all outstanding shares of Series B Preferred Stock will automatically convert into 0.90 of a share of common stock, in each case without any further action by the Company or our stockholders.

The Series A-1 Preferred Proposal and the Series B Preferred Proposal are each conditioned on approval of the other proposal. If our stockholders approve one such proposal but not the other, we will not file the amendments to the amended and restated certificates of designation for either the Series A-1 Preferred Stock or Series B Preferred Stock. In that event, the preferred stock will not be converted into shares of our common stock, and holders of our Series A-1 Preferred Stock and Series B Preferred Stock will continue to hold those shares of preferred stock.

In reaching its conclusion that the Series A-1 Preferred Proposal and the Series B Preferred Proposal is in our best interests and the best interests of all our stockholders, the Board consulted our management, legal counsel, and financial advisors regarding the terms of the proposed amendment to the Series A-1 Certificate of Designation and the proposed amendment to the Series B Certificate of Designation and considered a number of factors, including the following material factors:

In addition, in reaching its conclusion that the Series A-1 Preferred Proposal and the Series B Preferred Proposal is in the Company’s interests, the Board considered the financial analyses reviewed by Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) with the Board, as well as the opinion of Houlihan Lokey rendered to the Board on March 3, 2022, as to the fairness, from a financial point of view, to the Company of the number of shares of common stock into which each share of Series A-1 Preferred Stock would be converted pursuant to the proposed amendment to the Series A-1 Certificate of Designation and the number of shares of common stock into which each share of Series B Preferred Stock would be converted pursuant to the proposed amendment to the Series B Certificate of Designation.

Stockholders who hold their shares through a broker or other nominee (in “street name”) must provide specific instructions to their brokers or other nominee as to how to vote their shares, in the manner prescribed by their broker or other nominee. In the absence of instructions, brokers and nominees typically have the discretion to vote such shares on routine matters, namely the ratification of the appointment of auditors, but not on non-routine matters. If a broker or nominee has not received voting instructions from an account holder and does not have discretionary authority to vote shares on a particular item because it is a non-routine matter, a “broker non-vote” occurs.

Proposal 2 (the proposed ratification of our independent registered public accounting firm) and Proposal 5 (the Adjournment Proposal) are considered routine matters. A broker or other nominee may generally vote in their discretion on routine matters, and therefore no broker non-votes are expected in connection with Proposals 2 and 5. Proposals 1, 3, and 4 are considered non-routine and, therefore, brokers cannot vote shares with respect to such proposals with respect to shares that the broker does not receive instructions.

At the Record Date, a total of [47,755,444] Voting Shares were outstanding and entitled to vote at the meeting, consisting of 4,203,576 shares of Series A-1 Preferred Stock, 356,713 shares of Series B Preferred Stock, and [43,195,155] shares of common stock.

No shares of any class are entitled to a class vote on Proposals 1, 2, and 5. The Series A-1 Preferred Stock is entitled to a separate series vote on Proposal 3. The Series B Preferred Stock is entitled to a separate series vote on Proposal 4. In

addition, the Series A-1 Preferred Stock and Series B Preferred Stock are entitled to a vote as a single class on each of Proposals 3 and 4.

The affirmative vote of the holders of a majority of the Voting Shares represented and voting at the meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) will be required to approve any other matters that may properly come before the meeting, unless a different vote is required by law, by our Certificate of Incorporation, by our bylaws or applicable law.

Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to meet legal requirements.

We will announce preliminary voting results at the meeting. We will also file a Form 8-K with the SEC reporting the results within four business days after the date of the meeting. You can get a copy of that Form 8-K by e-mailing Overstock Investor Relations at ir@overstock.com or through the EDGAR system at https://www.sec.gov. You can also get a copy from our website at http://investors.overstock.com/financial-information/sec-filings.

The solicitation is made on behalf of the Company and its Board of Directors. We will pay the costs of soliciting proxies, including the cost of preparing, posting, and mailing proxy materials. In addition to soliciting stockholders by mail, we will request brokers, banks, and other nominees to solicit their customers who hold shares of our common stock, Series A-1 Preferred Stock, or Series B Preferred Stock in street name. We may reimburse such brokers, banks, and nominees for their reasonable out-of-pocket expenses. We may also use the services of our officers, directors, and employees to solicit proxies, personally or by telephone, mail, facsimile, or email, without additional compensation other than reimbursement for reasonable out-of-pocket expenses. We intend to use the services of Georgeson Inc. in connection with the meeting and anticipate that the costs of such services will be approximately $11,000 plus reimbursement for reasonable out-of-pocket expenses.

If you would like an additional copy of this Proxy Statement or our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”), these documents are available in digital form for download or review at http://www.overstock.com/proxy. Alternatively, we will promptly send a copy to you at no charge upon request by mail to Overstock.com, Inc., Attention: Investor Relations, 799 W. Coliseum Way, Midvale, Utah 84047, or by e-mailing Overstock Investor Relations at ir@overstock.com.

If you have questions about voting or the proposals described in this Proxy Statement, please call Georgeson Inc., our proxy solicitor, toll-free at (866) 432-2791.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 12, 2022.

The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year

ended December 31, 2021 are available at http://www.overstock.com/proxy.

Whether or not you plan to virtually attend the meeting, please submit your proxy via the internet, telephone, or by

completing, signing, dating, and returning your Proxy Card in the enclosed prepaid business reply envelope.

The nominees for election this year as Class II directors, each for a three-year term ending in 2025, are Joseph J. Tabacco, Jr., Dr. Robert J. Shapiro, and Barbara H. Messing.

Each of Joseph J. Tabacco, Jr., Dr. Robert J. Shapiro, and Barbara H. Messing has consented to serve a three-year term. For additional information about each nominee, see “The Board—Information Regarding the Director Nominee and Other Directors.”

The Board of Directors unanimously recommends a vote “FOR” each nominee.

The Audit Committee of the Board of Directors has appointed KPMG LLP as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2022 and the effectiveness of our internal controls over financial reporting as of December 31, 2022. KPMG LLP has served as our independent registered public accounting firm since December 2009. Although ratification of the Audit Committee’s selection of KPMG LLP is not required under our bylaws or other legal requirements, we are submitting the appointment of KPMG LLP to the stockholders as a matter of good corporate practice. If the stockholders do not ratify the appointment of KPMG LLP, the Audit Committee will reconsider whether to retain KPMG LLP. Even if the stockholders ratify the selection of KPMG LLP, the Audit Committee may appoint a different independent registered public accounting firm or replace KPMG LLP with a different independent registered public accounting firm at any time if the Audit Committee determines that it is in the best interests of the Company and the stockholders to do so. Representatives of KPMG LLP are expected to virtually attend the Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement if they so desire.

KPMG LLP was engaged as our independent registered public accounting firm to audit our financial statements for the years ended December 31, 2021 and 2020, to audit the effectiveness of our internal control over financial reporting as of December 31, 2021 and 2020, to review our 2021 and 2020 interim financial statements, to perform services in connection with our registration statements and SEC comment letter responses, to perform audits of certain subsidiaries in connection with statutory or regulatory filings, and to perform certain accounting consultation services. The aggregate audit fees KPMG LLP billed us for professional services were $2,512,508 in 2021 and $2,909,146 in 2020. All audit fees and other fees were pre-approved by the Audit Committee.

KPMG LLP billed us $44,164 in 2021 and $32,404 in 2020 for the audits of our 401(k) employee benefit plan and other accounting consultation services.

KPMG LLP billed us $72,636 in 2021 and $40,802 in 2020 for professional services rendered in connection with tax advice.

KPMG LLP billed us $2,430 in 2021 and $2,500 in 2020 for a subscription to KPMG Accounting Research Online.

The Audit Committee has considered the role of KPMG LLP in providing us with the services described above and has concluded that those services were compatible with the independence of KPMG LLP from management and from the Company.

The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the “Policy”), which sets forth the procedures and the conditions pursuant to which all services to be performed by the independent registered public accounting firm are required to be pre-approved. Under the Policy, proposed services either may be pre-approved by agreeing to a framework with descriptions of allowable services with the Audit Committee (“general pre-approval”), or require the specific pre-approval of the Audit Committee (“specific pre-approval”). Unless a type of service has received general pre-approval, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent registered public accounting firm.

The Policy describes the Audit, Audit-related, Tax and All Other Services that are subject to the general pre-approval of the Audit Committee. The Audit Committee annually reviews and pre-approves the services that may be provided by the independent registered public accounting firm that are subject to general pre-approval. Under the Policy, the Audit Committee may delegate either type of pre-approval authority to its chairperson or any other member or members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next meeting. The Policy does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the independent registered public accounting firm to management.

The annual audit services engagement scope and terms are subject to the general pre-approval of the Audit Committee. Audit services include the annual financial statement audit (including required interim reviews performed in accordance with applicable standards) and other procedures required to be performed by the independent registered public accounting firm to be able to form an opinion on our consolidated financial statements as well as annual financial statement audits of certain subsidiaries in connection with statutory or regulatory filings. Audit services also include the attestation engagement for the independent registered public accounting firm’s audit of the effectiveness of internal control over financial reporting. The Policy provides that the Audit Committee will monitor the audit services engagement throughout the year and will also approve, if necessary, any changes in terms and conditions resulting from changes in audit scope or other items. The Policy provides for Audit Committee pre-approval of specific audit services outside the engagement scope.

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent registered public accounting firm. Under the Policy, the Audit Committee grants general pre-approval for audit-related services.

Under the Policy, the Audit Committee may grant general pre-approval for specific tax compliance, planning and advice services to be provided by the independent registered public accounting firm, that the Audit Committee has reviewed and believes would not impair the independence of the independent registered public accounting firm, and that are consistent with the SEC’s rules on auditor independence. Tax services to be performed by our independent registered public accounting firm must be specifically approved by the Audit Committee.

Under the Policy, the Audit Committee may grant pre-approval for specific permissible non-audit services classified as All Other Services that it believes are routine and recurring services, would not impair the independence of the independent registered public accounting firm and are consistent with the SEC’s rules on auditor independence. Services permissible under applicable rules but not specifically approved in the Policy require further specific pre-approval by the Audit Committee.

Under the Policy, each year the Chief Financial Officer and our independent registered public accounting firm jointly submit to the Audit Committee a schedule of audit, audit-related, tax, and other non-audit services that are subject to pre-approval. This schedule provides a description of each type of service that is subject to pre-approval and, where possible, provides projected fees (or a range of projected fees) for each service. The Audit Committee reviews and approves the types of services and reviews the projected fees for the next fiscal year. Any changes to the fee amounts listed in the schedule are subject to further specific approval of the Audit Committee. The Policy prohibits the independent registered public accounting firm from commencing any project not described in the schedule approved by the Audit Committee until specific approval has been given.

The Audit Committee and the Board of Directors unanimously recommend that the stockholders vote “FOR” Proposal 2—Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2022.

The Board adopted resolutions declaring it advisable to amend the amended and restated certificate of designation for the Series A-1 Preferred Stock (the “Series A-1 Certificate of Designation”) as set forth below and directing that the proposed amendment be submitted for consideration by Overstock’s stockholders at the Annual Meeting. The description in this Proxy Statement of the proposed amendment to the Series A-1 Certificate of Designation is qualified in its entirety by reference to, and should be read in conjunction with, the actual text of the amendment as set forth in the Certificate of Amendment attached as Appendix A to this Proxy Statement (the “Series A-1 Certificate of Amendment”).

The Series A-1 Certificate of Designation is proposed to be amended to provide that each share of Series A-1 Preferred Stock will be automatically converted into 0.90 of a share of common stock, upon effectiveness of the filing of the Series A-1 Certificate of Amendment with the Delaware Secretary of State.

We originally issued the Series A-1 Preferred Stock in 2019 in connection with our initiatives to develop and advance blockchain technologies. The Series A-1 Preferred Stock was not to be listed on any national securities exchange or other trading market of any kind and was to be sold only on the alternative trading system (the “tZERO ATS”) run by tZERO ATS, LLC, a former indirect subsidiary of ours, through a brokerage account established with a broker-dealer that subscribes to and effects trading on the tZERO ATS. The tZERO ATS has limited trading volume and has produced limited liquidity for holders of the Series A-1 Preferred Stock. In addition, although the Series A-1 Preferred Stock is intended to have similar voting and dividend rights and rights upon liquidation as our common stock, the trading price of the Series A-1 Preferred Stock has been, and may be in the future, substantially lower than the trading price of our common stock.

In early 2021, we entered into a Transaction Agreement with Pelion MV GP, L.L.C. (“Pelion”), and Pelion, Inc., as guarantor, pursuant to which our blockchain-focused wholly owned subsidiary, Medici Ventures, Inc., was converted into a partnership in which Pelion controls as the general partner and the Company holds 99% of the limited partnership interests (non-voting). As a result of this transaction, our majority interest in our other blockchain-focused subsidiary, tZERO Group, Inc. (“tZERO”), became a minority interest. In deciding to pursue this transaction, the Company determined that the Medici Ventures businesses will be better served under the management of Pelion, a professional asset manager with technology expertise in early-stage companies, while also enabling the Company to focus on its core retail business.

The Series A-1 Preferred Proposal would cause all the issued and outstanding shares of Series A-1 Preferred Stock to convert into common stock. Due to the limited liquidity of the Series A-1 Preferred Stock compared to common stock, which is traded on the Nasdaq Global Market, and the Company’s disposition of a controlling interest in its blockchain businesses and corresponding emphasis on retail, our Board believes the conversion of the Series A-1 Preferred Stock into common stock is in the best interests of the Company and the Company’s stockholders, including the holders of the Series A-1 Preferred Stock.

The adoption of the Series A-1 Preferred Proposal is conditioned on the adoption of the Series B Preferred Proposal.

If our stockholders adopt the Series A-1 Preferred Proposal, and the Series B Preferred Proposal is also adopted, the changes set forth in the Series A-1 Preferred Proposal will become effective on the filing of the Series A-1 Certificate of Amendment, in the form attached as Appendix A, incorporating the amendments set forth in the Series A-1 Preferred Proposal, with the Delaware Secretary of State.

Upon filing of the Series A-1 Certificate of Amendment, all outstanding shares of Series A-1 Preferred Stock will automatically convert into 0.90 of a share of common stock, without any further action by the Company or any stockholder. We then plan to file a certificate of elimination for the Series A-1 Preferred Stock, so that the Series A-1 Preferred Stock will no longer be an authorized series of preferred stock issuable by the Company. The shares of preferred stock previously designated as Series A-1 Preferred Stock will return to the status of authorized and undesignated shares of preferred stock under our certificate of incorporation. Our Board may designate those shares as a new series of preferred stock for issuance in the future, although the Board has no current plans to do so.

If our stockholders do not adopt the Series B Preferred Proposal, we will not implement the Series A-1 Preferred Proposal, even if it is approved by our stockholders.

The adoption of the Series A-1 Preferred Proposal requires:

On March 3, 2022, Houlihan Lokey Capital, Inc., which we refer to as Houlihan Lokey, orally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated March 3, 2022), as to the fairness, from a financial point of view, to the Company of the number of shares of common stock into which each share of Series A-1 Preferred Stock would be converted pursuant to the proposed amendment to the Series A-1 Certificate of Designation and the number of shares of common stock into which each share of Series B Preferred Stock would be converted pursuant to the proposed amendment to the Series B Certificate of Designation.

Pursuant to the terms of its engagement letter with the Company, Houlihan Lokey’s opinion was furnished solely for the use of the Board (solely in its capacity as such) in connection with the Board’s evaluation of the conversions and may not be relied upon by any other person or entity (including, without limitation, security holders, creditors, or other constituencies of the Company) or used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion only addressed the fairness, from a financial point of view, to the Company of the number of shares of common stock into which each share of Series A-1 Preferred Stock would be converted pursuant to the proposed amendment to the Series A-1 Certificate of Designation and the number of shares of common stock into which each share of Series B Preferred Stock would be converted pursuant to the proposed amendment to the Series B Certificate of Designation and did not address any other aspect or implication of the conversions or any other agreement, arrangement or understanding. Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things, the fairness of any portion or aspect of the proposed conversions to the holders of our common stock, the holders of the Series A-1 Preferred Stock, the holders of the Series B Preferred Stock or the holders of any other class of securities, creditors, or other constituencies of the Company (including, without limitation, the potential dilutive or other effects of the conversions). References to Houlihan Lokey’s opinion in this proxy statement are qualified in their entirety by reference to the full text of its written opinion, which is attached as Appendix C to this proxy statement and describes certain of the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the references to its opinion set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board, the Company any security holder or any other person as to how to act or vote with respect to any matter relating to the conversions or otherwise.

In connection with its opinion, Houlihan Lokey made such reviews, analyses, and inquiries as Houlihan Lokey deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material, and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material, and other information. With the Company’s consent, (i) Houlihan Lokey did not perform any financial analyses to evaluate the value of the Company, whether to derive valuation references ranges for the common stock, Series A-1 Preferred Stock or Series B Preferred Stock, or otherwise, and (ii) Houlihan Lokey assumed that recent trading prices of the common stock provided a reasonable basis upon which to evaluate the common stock and, subject to taking into account the preferred dividends payable thereon and discounts for illiquidity, the Series A-1 Preferred Stock and Series B Preferred Stock.

For purposes of its analyses and opinion, Houlihan Lokey compared the conversion ratio provided for in the proposed transaction of 0.90 of a share of common stock for each share of Series A-1 Preferred Stock or Series B Preferred Stock to the implied conversion ratio reference ranges indicated by its analyses. These implied conversion ratio reference ranges were calculated by dividing (i) the implied value reference ranges indicated by Houlihan Lokey’s analyses of the preferred stock, by (ii) an assumed value of the common stock of $47.73 per share, which corresponded to the trailing 3-day volume-weighted average price of the common stock as of February 25, 2022. The implied value reference ranges of the preferred stock were calculated by (i) applying various implied illiquidity discounts, which were based on publicly available studies and option pricing models Houlihan Lokey deemed relevant, to the assumed value of the common stock of $47.73 per share, and (ii) adding the implied present value of future preferred dividends payable on the preferred stock. The implied present value of future preferred dividends payable on the preferred stock was based on the Preferred Stock Dividend Assumptions, which management of the Company advised Houlihan Lokey, and directed Houlihan Lokey to assume, were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the preferred dividends payable on the Series A-1 Preferred Stock and Series B Preferred Stock.

Houlihan Lokey’s opinion was only one of many factors considered by the Board in evaluating the proposed conversions. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the conversion ratios or of the views of the Board or management with respect to the proposed conversions. The conversion ratios provided for in the conversions were determined by the Board, and the decision to recommend the conversions was solely that of the Board.

The Board of Directors unanimously recommends that the stockholders vote “FOR” Proposal 3—Series A-1 Preferred Proposal— Approval of an amendment to the Amended and Restated Certificate of Designation of our Digital Voting Series A-1 Preferred Stock to provide for the automatic conversion into Common Stock.

The Board adopted resolutions declaring it advisable to amend the amended and restated certificate of designation for the Series B Preferred Stock (the “Series B Certificate of Designation”) as set forth below and directing that the proposed amendment be submitted for consideration by Overstock’s stockholders at the Annual Meeting. The description in this Proxy Statement of the proposed amendment to the Series B Certificate of Designation is qualified in its entirety by reference to, and should be read in conjunction with, the actual text of the amendment as set forth in the Certificate of Amendment attached as Appendix B to this Proxy Statement (the “Series B Certificate of Amendment”).

The Series B Certificate of Designation is proposed to be amended to provide that each share of Series B Preferred Stock will be automatically converted into 0.90 of a share of common stock, upon effectiveness of the filing of the Series B Certificate of Amendment with the Delaware Secretary of State.

We originally issued the Series B Preferred Stock in 2016. The Series B Preferred Stock is traded in OTC Markets and is quoted on the OTCQX. OTC Markets has limited trading volume compared to the Nasdaq Global Market, on which our common stock is traded, and has produced limited liquidity for holders of the Series B Preferred Stock. The small number of outstanding shares of Series B Preferred Stock also contributes to its lack of liquidity, and we do not intend to issue any additional shares of Series B Preferred Stock.

In addition, although the Series B Preferred Stock is intended to have similar voting and dividend rights and rights upon liquidation as our common stock, the trading price of the Series B Preferred Stock has been, and may be in the future, substantially lower than the trading price of our common stock.

The Series B Preferred Proposal would cause all of the issued and outstanding shares of Series B Preferred Stock to convert into common stock. Given the limited quantity and liquidity of the Series B Preferred Stock, our Board believes the conversion of the Series B Preferred Stock into common stock is in the best interests of the Company and the Company’s stockholders, including the holders of the Series B Preferred Stock.

The adoption of the Series B Preferred Proposal is conditioned on the adoption of the Series A-1 Preferred Proposal.

If our stockholders adopt the Series B Preferred Proposal, and the Series A-1 Preferred Proposal is also adopted, the changes set forth in the Series B Preferred Proposal will become effective on the filing of the Series B Certificate of Amendment, in the form attached as Appendix B, incorporating the amendments set forth in the Series B Preferred Proposal with the Delaware Secretary of State.

Upon filing of the Series B Certificate of Amendment, all outstanding shares of Series B Preferred Stock will automatically convert into 0.90 of a share of common stock, without any further action by the Company or any stockholder. We then plan to file a certificate of elimination for the Series B Preferred Stock, so that the Series B Certificate of Amendment will no longer be an authorized series of preferred stock issuable by the Company. The shares of preferred stock previously designated as Series B Preferred Stock will return to the status of authorized and undesignated shares of preferred stock under our certificate of incorporation. Our Board may designate those shares as a new series of preferred stock for issuance in the future, although the Board has no current plans to do so.

If our stockholders do not adopt the Series A-1 Preferred Proposal, we will not implement the Series B Preferred Proposal, even if it is approved by our stockholders.

The adoption of the Series B Preferred Proposal requires:

On March 3, 2022, Houlihan Lokey Capital, Inc., which we refer to as Houlihan Lokey, orally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated March 3, 2022), as to the fairness, from a financial point of view, to the Company of the number of shares of common stock into which each share of Series A-1 Preferred Stock would be converted pursuant to the proposed amendment to the Series A-1 Certificate of Designation and the number of shares of common stock into which each share of Series B Preferred Stock would be converted pursuant to the proposed amendment to the Series B Certificate of Designation.

Pursuant to the terms of its engagement letter with the Company, Houlihan Lokey’s opinion was furnished solely for the use of the Board (solely in its capacity as such) in connection with the Board’s evaluation of the conversions and may not be relied upon by any other person or entity (including, without limitation, security holders, creditors, or other constituencies of the Company) or used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion only addressed the fairness, from a financial point of view, to the Company of the number of shares of common stock into which each share of Series A-1 Preferred Stock would be converted pursuant to the proposed amendment to the Series A-1 Certificate of Designation and the number of shares of common stock into which each share of Series B Preferred Stock would be converted pursuant to the proposed amendment to the Series B Certificate of Designation and did not address any other aspect or implication of the conversions or any other agreement, arrangement or understanding. Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things, the fairness of any portion or aspect of the proposed conversions to the holders of our common stock, the holders of the Series A-1 Preferred Stock, the holders of the Series B Preferred Stock or the holders of any other class of securities, creditors, or other constituencies of the Company (including, without limitation, the potential dilutive or other effects of the conversions). References to Houlihan Lokey’s opinion in this proxy statement are qualified in their entirety by reference to the full text of its written opinion, which is attached as Appendix C to this proxy statement and describes certain of the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the references to its opinion set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board, the Company any security holder or any other person as to how to act or vote with respect to any matter relating to the conversions or otherwise.

In connection with its opinion, Houlihan Lokey made such reviews, analyses, and inquiries as Houlihan Lokey deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material, and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material, and other information. With the Company’s consent, (i) Houlihan Lokey did not perform any financial analyses to evaluate the value of the Company, whether to derive valuation references ranges for the common stock, Series A-1 Preferred Stock or Series B Preferred Stock, or otherwise, and (ii) Houlihan Lokey assumed that recent trading prices of the common stock provided a reasonable basis upon which to evaluate the common stock and, subject to taking into account the preferred dividends payable thereon and discounts for illiquidity, the Series A-1 Preferred Stock and Series B Preferred Stock.

For purposes of its analyses and opinion, Houlihan Lokey compared the conversion ratio provided for in the proposed transaction of 0.90 of a share of common stock for each share of Series A-1 Preferred Stock or Series B Preferred Stock to the implied conversion ratio reference ranges indicated by its analyses. These implied conversion ratio reference ranges were calculated by dividing (i) the implied value reference ranges indicated by Houlihan Lokey’s analyses of the preferred stock, by (ii) an assumed value of the common stock of $47.73 per share, which corresponded to the trailing 3-day volume-weighted average price of the common stock as of February 25, 2022. The implied value reference ranges of the preferred stock were calculated by (i) applying various implied illiquidity discounts, which were based on publicly available studies and option pricing models Houlihan Lokey deemed relevant, to the assumed value of the common stock of $47.73 per share, and (ii) adding the implied present value of future preferred dividends payable on the preferred stock. The implied present value of future preferred dividends payable on the preferred stock was based on the Preferred Stock Dividend Assumptions, which management of the Company advised Houlihan Lokey, and directed Houlihan Lokey to assume, were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the preferred dividends payable on the Series A-1 Preferred Stock and Series B Preferred Stock.

Houlihan Lokey’s opinion was only one of many factors considered by the Board in evaluating the proposed conversions. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the conversion ratios or of the views of the Board or management with respect to the proposed conversions. The conversion ratios provided for in the conversions were determined by the Board, and the decision to recommend the conversions was solely that of the Board.

The Board of Directors unanimously recommends that the stockholders vote “FOR” Proposal 4—Series B Preferred Proposal— Approval of an amendment to the Amended and Restated Certificate of Designation of our Voting Series B Preferred Stock to provide for the automatic conversion into Common Stock.

We are asking you to approve a proposal to approve one or more adjournments of the Annual Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the proposal to approve either or both the Series A-1 Preferred Proposal (Proposal 3) or the Series B Preferred Proposal (Proposal 4).

If our stockholders approve the Adjournment Proposal, we could adjourn the Annual Meeting and any adjourned session of the Annual Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies voting against the approval of either or both the Series A-1 Preferred Proposal or the Series B Preferred Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against approval of either or both of the Series A-1 Preferred Proposal or the Series B Preferred Proposal, such that either or both of the Series A-1 Preferred Proposal or the Series B Preferred Proposal would be defeated, we could adjourn the Annual Meeting without a vote on the either or both of the Series A-1 Preferred Proposal or the Series B Preferred Proposal and seek to convince the holders of those shares to change their votes to votes in favor of the Series A-1 Preferred Proposal and the Series B Preferred Proposal.

We do not intend to call a vote on this proposal if both of the Series A-1 Preferred Proposal and the Series B Preferred Proposal are approved by our stockholders at the Annual Meeting.

The Board of Directors unanimously recommends that the stockholders vote “FOR” Proposal 5—Approval of 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.

Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal rights in connection with any of the proposals contained in this Proxy Statement.

Under our amended and restated certificate of incorporation, our Board is authorized, without further stockholder action, to issue up to 5,000,000 shares of Preferred Stock, par value $0.0001 per share, in one or more series, with such powers, designations, privileges, preferences and relative, participating, optional and other rights and such qualifications, limitations and restrictions thereof as shall be set forth in the resolutions providing therefor. As of the date hereof, 4,630,000 shares have been designated as Series A-1 Preferred Stock and 370,000 shares have been designated as Series B Preferred Stock.

The Series A-1 Preferred Stock is fully paid and nonassessable. Holders of Series A-1 Preferred Stock have no preemptive or preferential or other rights to purchase or subscribe for any of the Company’s stock, obligations, warrants, or other securities.

Shares of the Series A-1 Preferred Stock rank equally with the Series B Preferred Stock, senior to our common stock with respect to dividends and equal to our common stock with respect to the distribution of our assets upon the liquidation, dissolution and winding up of the Company. In addition, the Series A-1 Preferred Stock and the Series B Preferred Stock, with respect to rights upon our liquidation, winding up, or dissolution, are structurally subordinated to existing and future indebtedness of our subsidiaries as well as the capital stock of our subsidiaries held by third parties.

Holders of Series A-1 Preferred Stock are entitled to an annual cash dividend equal to $0.16 per share, in preference to any dividend payment to the holders of our common stock, out of funds of the Company legally available for payment of dividends and subject to declaration by our Board. However, there is no assurance of any payment of any dividends on the Series A-1 Preferred Stock. We have no obligation to pay any dividends to the holders of Series A-1 Preferred Stock unless (and only to the extent that) our Board approves and declares dividend payments to the holders of Series A-1 Preferred Stock or we pay a dividend to the holders of our common stock. Dividends on the Series A-1 Preferred Stock are cumulative. If declared, dividends are paid to holders of record on a date selected by our Board in its sole discretion. Dividends not paid accumulate annually on December 15 of each year beginning with December 15, 2019, whether or not the Company has earnings or profits, whether or not there are funds legally available for the payment of dividends and whether or not dividends are declared on the Series A-1 Preferred Stock, and are entitled to be paid prior to any dividend to the holders of our common stock. Dividends on the Series A-1 Preferred Stock and the Series B Preferred Stock are paid equally with one another. We have paid the $0.16 per share dividend to holders of Series A-1 Preferred Stock every year since the Series A-1 Preferred Stock was issued.

In addition to its preferential dividend rights, the Series A-1 Preferred Stock is also entitled to participate in any dividend paid to the holders of our common stock, subject to the limitations set forth in the Series A-1 Certificate of Designation. If the record date for any dividend to the holders of our common stock occurs while shares of Series A-1 Preferred Stock are outstanding, the holders of Series A-1 Preferred Stock outstanding on the record date are entitled to the same amount per share of Series A-1 Preferred Stock as is paid per share of common stock.

The Series A-1 Preferred Stock is not subject to redemption at our option.

Holders of the Series A-1 Preferred Stock currently do not have any right to convert their shares into any other security or to exchange their shares for any other security, including our common stock. However, the Series A-1 Certificate of Designation grants us the right to cause the conversion of the outstanding shares of Series A-1 Preferred Stock into shares of Series B Preferred Stock at any time. In any such conversion, each outstanding share of Series A-1 Preferred Stock would be converted into one share of Series B Preferred Stock. If there is a dividend arrearage on the Series A-1 Preferred Stock and there is not an equal per share dividend arrearage on the Series B Preferred Stock, we will make such dividend payment on the Series A-1 Preferred Stock or on the Series B Preferred Stock as may be necessary to equalize such per share difference in such dividend arrearages prior to effecting any such conversion. Subject to such per share dividend arrearage equalization, if there is a dividend arrearage on the Series A-1 Preferred Stock at the time of any conversion of the Series A-1 Preferred Stock into Series B Preferred Stock, the shares of Series B Preferred Stock issued upon the conversion shall be deemed to be subject to the same dividend arrearage as all other then outstanding shares of Series B Preferred Stock.

If we were to cause the conversion of the outstanding shares of Series A-1 Preferred Stock into shares of Series B Preferred Stock at a time when the Series B Preferred Stock were trading at a price lower than the trading price of the Series A-1 Preferred Stock, holders of the Series A-1 Preferred Stock would likely experience an immediate and potentially material decrease in the market value of the Series A-1 Preferred Stock shares they hold and of the Series B Preferred Stock shares they would receive upon the conversion.

If both the Series A-1 Preferred Proposal and the Series B Preferred Proposal are approved by our stockholders, each share of Series A-1 Preferred Stock will automatically convert into 0.90 of a share of our common stock upon the effectiveness of the filing of the Series A-1 Certificate of Amendment.

In the event of any liquidation, dissolution, or winding up of the Company, any amounts remaining available for distribution to stockholders after payment of all liabilities of the Company will be distributed equally among the holders of common stock, the holders of Series A-1 Preferred Stock and the holders of Series B Preferred Stock, with each share of Series A-1 Preferred Stock and each share of Series B Preferred Stock being treated as though it were a share of our common stock. Neither holders of Series A-1 Preferred Stock nor holders of Series B Preferred Stock have any preference over the holders of our common stock on any liquidation, dissolution or winding up of the Company. The holders of Series A-1 Preferred Stock rank equally with the holders of Series B Preferred Stock.

The holders of shares of Series A-1 Preferred Stock vote together with the shares of common stock and the shares of Series B Preferred Stock (and not as a separate class), except as required by law or the Series A-1 Certificate of Designation. Each Series A-1 Preferred Stockholder is entitled to one vote for each share of Series A-1 Preferred Stock held on the record date for a vote. If an amendment requiring stockholder approval is proposed to our amended and restated certificate of incorporation, the holders of the Series A-1 Preferred Stock and the holders of the Series B Preferred Stock vote together with the holders of the common stock as a single class, but neither the holders of the Series A-1 Preferred Stock nor the holders of the Series B Preferred Stock is entitled to separate class or series vote on the amendment, unless the proposed amendment would adversely affect the special rights, preferences, privileges, and voting powers of the Series A-1 Preferred Stock or Series B Preferred Stock, respectively, or increase or decrease the aggregate number of authorized shares of Series A-1 Preferred Stock or Series B Preferred Stock.

If the Company is party to any merger or consolidation in which common stock is changed into or exchanged for stock or other securities of any other person (or the Company) or cash or any other property (or a right to receive the foregoing), the Company will use all commercially reasonable efforts to make provision so that each outstanding share of Series A-1 Preferred Stock shall be treated as if such share were an additional outstanding share of common stock in connection with any such transaction. No assurance can be given, however, that the Company’s efforts will be successful. Further, the Company could be involved in transactions other than a merger or consolidation, such as a tender offer by the Company or a

third party, in which common stock might be changed into or exchanged for stock or other securities of another person (or the Company) or cash or any other property (or a right to receive the foregoing) in which the outstanding shares of Series A-1 Preferred Stock would not be treated as if such shares were additional outstanding shares of common stock.

The Series A-1 Preferred Stock will not be adjusted and no additional shares of Series A-1 Preferred Stock will be issued solely as a result of any future change to or affecting our common stock, except that we will use reasonable efforts to make a corresponding pro rata adjustment to the Series A-1 Preferred Stock if we effect any stock dividend, stock split, or combination of our common stock .

There is no sinking fund for the Series A-1 Preferred Stock.

The Series A-1 Preferred Stock are uncertificated shares of our preferred stock. Record ownership of the Series A-1 Preferred Stock is reflected on the records of our transfer agent, Computershare Trust Company, N.A. (“Computershare”). Computershare shows the carrying broker-dealers or other custodians (which may include banks or other depositary institutions) of the underlying Overstock stockholders as the owners of record of the Series A-1 Preferred Stock. The records of the carrying broker-dealer or other custodian, in turn, show their Overstock stockholder clients or customers as the beneficial owners of the Series A-1 Preferred Stock.

The term “digital” refers to the blockchain technology elements of the Series A-1 Preferred Stock that are intended to enhance investor experience through added transparency. The blockchain allows a “courtesy copy” of the records of the Series A-1 Preferred Stock maintained by Computershare to be viewable, as a convenience and with no controlling effect, on the publicly available distributed ledger. Computershare’s records, however, govern the record ownership for the Series A-1 Preferred Stock in all circumstances.

The user experience for the Series A-1 Preferred Stock is not analogous to one involving a virtual currency or any other anonymous bearer digital instrument that trades peer-to-peer on a distributed ledger because the Series A-1 Preferred Stock are conventional uncertificated securities, with traditional books and records kept by a traditional SEC-regulated transfer agent. Distributed ledger technology does not play a role in the sale, issuance, transfer, or custody of the Series A-1 Preferred Stock.

The Series A-1 Certificate of Designation prohibits the Series A-1 Preferred Stock from being listed on any national market or other recognized securities exchange or any automated dealer quotation system or other recognized trading market. Despite this prohibition, OTC Markets currently allows trading of the Series A-1 Preferred Stock in its “pink sheets” trading services. The Series A-1 Certificate of Designation requires the Series A-1 Preferred Stock to trade on the tZERO ATS, which is operated by tZERO ATS, LLC, an SEC-registered broker-dealer and member of FINRA and SIPC. Outside of the following limited circumstances, Computershare does not register peer-to-peer transfers of record ownership of the Series A-1 Preferred Stock, and the only way to effect a sale of the Series A-1 Preferred Stock is through an order submitted to the tZERO ATS’ order matching system by an ATS-subscribing broker-dealer on behalf of its customer. Computershare may register peer-to-peer transfers in its official record only in limited circumstances, such as a transfer from broker-dealer to broker-dealer, with the stockholder’s carrying broker-dealer being reflected as the record holder, or a transfer by a stockholder who is the record holder pursuant to a divorce decree or other transfers from record holders that do not constitute a “sale” for securities laws purposes, such as gifts (and then only following compliance with Computershare’s procedures, including delivery of appropriate documentation).

To buy or sell the Series A-1 Preferred Stock in compliance with the Certificate of Designation, holders must open an account with a broker-dealer subscriber to the tZERO ATS, such as tZERO Markets, LLC, an SEC-registered broker-dealer and member of FINRA and SIPC. Orders may be submitted to the tZERO ATS by a broker-dealer subscriber on behalf of its customers. Orders properly submitted to the tZERO ATS are matched by the tZERO ATS’ order matching system in accordance with its rules, and each subscriber’s carrying broker-dealer clears Series A-1 Preferred Stock transactions effected on the tZERO ATS. However, the Series A-1 Preferred Stock also trades on OTC Markets.

Computershare is the transfer agent and registrar, and its affiliate, Computershare Inc., will be the payment and conversion agent for the Series A-1 Preferred Stock.

The following description is a summary of the material terms of our Series B Preferred Stock as currently in effect. This summary is subject to, and qualified in its entirety by, the rights, preferences, powers and privileges of the Series B Preferred Stock, set forth in the Series B Certificate of Designation, which was filed with the SEC as an exhibit to a Quarterly Report on Form 10-Q on May 7, 2020. See also “Risk Factors—Additional Risks Relating to our Series A-1 Preferred Stock and/or our Series B Preferred Stock” in our 2021 Form 10-K, which was filed with the SEC on February 25, 2022.

Under our amended and restated certificate of incorporation, our Board is authorized, without further stockholder action, to issue up to 5,000,000 shares of Preferred Stock, par value $0.0001 per share, in one or more series, with such powers, designations, privileges, preferences and relative, participating, optional and other rights and such qualifications, limitations and restrictions thereof as shall be set forth in the resolutions providing therefor. As of the date hereof, 4,630,000 shares have been designated as Series A-1 Preferred Stock and 370,000 shares have been designated as Series B Preferred Stock.

The Series B Preferred Stock is fully paid and nonassessable. Holders of Series B Preferred Stock have no preemptive or preferential or other rights to purchase or subscribe for any of the Company’s stock, obligations, warrants, or other securities.

Shares of the Series B Preferred Stock rank equally with the Series A-1 Preferred Stock, senior to our common stock with respect to dividends and equal to our common stock with respect to the distribution of our assets upon the liquidation, dissolution, and winding up of the Company. In addition, the Series A-1 Preferred Stock and the Series B Preferred Stock, with respect to rights upon our liquidation, winding up or dissolution, are structurally subordinated to existing and future indebtedness of our subsidiaries as well as the capital stock of our subsidiaries held by third parties.

Holders of Series B Preferred Stock are entitled to an annual cash dividend at the annual rate of 1% multiplied by $15.68, in preference to any dividend payment to the holders of our common stock, out of funds of the Company legally available for payment of dividends and subject to declaration by our Board. However, there is no assurance of any payment of any dividends on the Series B Preferred Stock. We have no obligation to pay any dividends to the holders of Series B Preferred Stock unless (and only to the extent that) our Board approves and declares dividend payments to the holders of Series B Preferred Stock or we pay a dividend to the holders of our common stock. Dividends on the Series B Preferred Stock are cumulative. If declared, dividends are paid to holders of record on a date selected by our Board in its sole discretion. Dividends not paid accumulate annually on December 15 of each year, whether or not the Company has earnings or profits, whether or not there are funds legally available for the payment of dividends and whether or not dividends are declared on the Series B Preferred Stock, and are entitled to be paid prior to any dividend to the holders of our common stock. Dividends on the Series A-1 Preferred Stock and the Series B Preferred Stock are paid equally with one another. We have paid a dividend to holders of Series B Preferred Stock every year following the year the Series B Preferred Stock was issued.

In addition to its preferential dividend rights, the Series B Preferred Stock is also entitled to participate in any dividend paid to the holders of our common stock, subject to the limitations set forth in the Series B Certificate of Designation. If the record date for any dividend to the holders of our common stock occurs while shares of Series B Preferred Stock are outstanding, the holders of Series B Preferred Stock outstanding on the record date are entitled to the same amount per share of Series B Preferred Stock as is paid per share of common stock.

The Series B Preferred Stock is not subject to redemption at our option.

Holders of the Series B Preferred Stock currently do not have any right to convert their shares into any other security or to exchange their shares for any other security, including our common stock.

If both the Series B Preferred Proposal and the Series A-1 Preferred Proposal are approved by our stockholders, each share of Series B Preferred Stock will automatically convert into 0.90 of a share of our common stock upon the effectiveness of the filing of the Series B Certificate of Amendment.

In the event of any liquidation, dissolution, or winding up of the Company, any amounts remaining available for distribution to stockholders after payment of all liabilities of the Company will be distributed equally among the holders of common stock, the holders of Series A-1 Preferred Stock and the holders of Series B Preferred Stock, with each share of Series A-1 Preferred Stock and each share of Series B Preferred Stock being treated as though it were a share of our common stock. Neither holders of Series A-1 Preferred Stock nor holders of Series B Preferred Stock have any preference over the holders of our common stock on any liquidation, dissolution or winding up of the Company. The holders of Series A-1 Preferred Stock rank equally with the holders of Series B Preferred Stock.

The holders of shares of Series B Preferred Stock vote together with the shares of common stock and the shares of Series A-1 Preferred Stock (and not as a separate class), except as required by law or the Series B Certificate of Designation. Each Series B Preferred Stockholder is entitled to one vote for each share of Series B Preferred Stock held on the record date for a vote. If an amendment requiring stockholder approval is proposed to our amended and restated certificate of incorporation, the holders of the Series A-1 Preferred Stock and the holders of the Series B Preferred Stock vote together with the holders of the common stock as a single class, but neither the holders of the Series A-1 Preferred Stock nor the holders of the Series B Preferred Stock is entitled to a class or series vote on the amendment, unless the proposed amendment would adversely affect the special rights, preferences, privileges, and voting powers of the Series A-1 Preferred Stock or Series B Preferred Stock, respectively, or increase or decrease the aggregate number of authorized shares of Series A-1 Preferred Stock or Series B Preferred Stock.

If the Company is party to any merger or consolidation in which common stock is changed into or exchanged for stock or other securities of any other person (or the Company) or cash or any other property (or a right to receive the foregoing), the Company will use all commercially reasonable efforts to make provision so that each outstanding share of Series B Preferred Stock shall be treated as if such share were an additional outstanding share of common stock in connection with any such transaction. No assurance can be given, however, that the Company’s efforts will be successful. Further, the Company could be involved in transactions other than a merger or consolidation, such as a tender offer by the Company or a third party, in which common stock might be changed into or exchanged for stock or other securities of another person (or the Company) or cash or any other property (or a right to receive the foregoing) in which the outstanding shares of Series B Preferred Stock would not be treated as if such shares were additional outstanding shares of common stock.

The Series B Preferred Stock will not be adjusted and no additional shares of Series B Preferred Stock will be issued solely as a result of any future change to or affecting our common stock, except that we will use reasonable efforts to make a corresponding pro rata adjustment to the Series B Preferred Stock if we effect any stock dividend, stock split, or combination of our common stock.

There is no sinking fund for the Series B Preferred Stock.

The Board knows of no other business for consideration at the Annual Meeting. If other matters are properly presented at the Annual Meeting, or at any adjournment or postponement of the Annual Meeting, the proxy holders will vote, or otherwise act, to the extent they are legally permitted to do so, on your behalf in accordance with instructions from the Board or the Nominating and Corporate Governance Committee (or, in the absence of instructions from the Board and the Committee, their) judgment on such matters.

We take environmental stewardship seriously. We strive to ensure our initiatives, directly and indirectly, are environmentally responsible. We recognize the opportunity and importance of implementing measures to reduce our overall impact on the environment. We strive to address these impacts across our owned and operated facilities, product packaging, and supply chain. We plan to continue current initiatives such as recycling and conserving energy. We are also exploring additional opportunities for emission reduction and eco-friendly innovations throughout our supply chain.

Our commitment to promoting environmental stewardship is evidenced in numerous aspects of our corporate operations, from our workspace to our technology development.

Our headquarters, the Peace Coliseum, is LEED (Leadership in Energy and Environmental Design) Gold-certified as an environmentally-conscious corporate headquarters; some of the building and campus attributes that contributed to this certification and some of our practices that show our commitment to the environment include:

 

We know transportation is a large generator of greenhouse gas emissions. Some ways we reduce unnecessary transportation, thereby reducing greenhouse gas emissions, include:

We are also mindful of the products we use in our packaging and are conscientious about recycling our packaging waste. At our owned and operated fulfilment centers, we use the following:

At Overstock, we champion diversity and support an environment of inclusion to unite, align, and inspire Overstock employees and stakeholders to accomplish the company’s long-term goals. We celebrate, value, and embrace our differences, respecting and welcoming colleagues with unique opinions and perspectives.

We hold ourselves to the highest standards of acceptance and kindness. We know that diversity of experience, background, talents, and ideas make us better and stronger. And we have worked diligently to foster both a culture and community that welcomes and protects people of every race, color, sexual orientation, gender, gender expression, age, religion, national origin, disability, marital status, or military status.

Overstock takes seriously our ethical responsibility of treating all people humanely and with respect. We demonstrate these values in sourcing our products, in protecting customer information, and in the services and benefits we offer our employees.

We respect the rights of our customers and visitors to our website, including their right to privacy, by ensuring their personal information is secure. All employees are required to attend information security training no less than annually. Additional role-based training is provided to targeted employees. Our information security team leadership prepare reports and meet with the Audit Committee quarterly to discuss data protection and cyber security matters.

Since our Company’s founding in 1999, we have consistently partnered with nonprofit organizations to support our communities by donating our time, talent, and resources to those in need.

We have supported non-profit organizations through in-kind and monetary contributions. Some of these organizations include Mercy Housing, the American Red Cross, Make A Wish Utah, and Habitat for Humanity. We also provide support to nonprofit organizations on our website, at checkout, where customers are given the opportunity to donate. One-hundred percent of customer donations made through our website are given directly to our charitable partners.

We have enacted strong corporate governance processes to strengthen our compliance efforts, improve the quality and transparency of our reporting, and maximize long-term shareholder value while observing the highest ethical standards. Our commitment to ethics and integrity drives the way we conduct our business.

The Board of Directors currently consists of seven members. The nominees for election are current members of the Board. The remaining four directors are expected to continue to serve their terms as described below. Our directors serve staggered terms. This is accomplished as follows:

Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees. If any nominee is unable or declines to serve as a director at or prior to the time of the Annual Meeting, the proxies will be voted for a substitute nominee, if any, designated by the Nominating and Corporate Governance Committee of the Board of Directors to fill the vacancy. The proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees. The term of office of each person elected as a Class II director will continue until the 2025 Annual Meeting of Stockholders, until such person’s respective successor has been duly elected and qualified or until such person’s earlier incapacity, resignation, or removal. It is not expected that any nominee will decline nor be unable to serve as a director.

In reaching its determinations regarding the independence of the members of the Board, the Board considered the fact that Ms. Abraham’s adult son was previously an employee of tZERO and an employee of the Company, with his last date of employment in December 2020, and determined that Ms. Abraham met the independence requirements. With respect to Mr. Corbus, the Board considered the facts that Mr. Corbus also served on the board of directors of Medici Ventures and tZERO until the completion of the Pelion Transaction in April 2021, as well as the fact that Mr. Corbus formerly served as Co-CEO of WR Hambrecht + Co., and considered the services that WR Hambrecht + Co. has performed for the Company in the past and determined that Mr. Corbus met the independence requirements. With respect to Dr. Robert J. Shapiro, the Board considered the fact that Dr. Shapiro also served on the board of directors of Medici Ventures until the completion of the Pelion Transaction in April 2021 for which he received compensation for his board services, and that Dr. Shapiro previously served on the board of directors of MLG for which he received compensation, and determined that Dr. Shapiro met the independence requirements.

The Board of Directors and Nominating and Corporate Governance Committee strive to nominate individuals with diverse backgrounds, skills, qualifications, attributes, and experiences such that the Board, as a group, will possess the appropriate expertise, skills, and talents to fulfill its responsibilities in managing the Company in the best interests of stockholders. Of the seven members of our Board of Directors, the below chart identifies the number that possess each particular skill, experience, or expertise.

 

Although the Board does not have a formal policy with respect to the consideration of diversity in identifying nominees for director positions, we have signed the ParityPledge in support of women and in support of people of color, in which we have committed to interview and consider people from these under-represented groups for every open role, vice-president and higher, including the c-suite and the Board.

Three of the seven Board members are diverse, with two self-identifying as female, and one self-identifying as black or African American. The below diversity matrix reflects the composition of the Board of Directors as of the Record Date.

Although the Board does not have a formal policy with respect to director refreshment, the Board appreciates the benefits that come from diversity of tenure length, including new fresh perspectives from less tenured members and a deeper knowledge of our business from more tenured members. Our Board of Director tenure lengths range from one year to twenty years of service.

The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each of which has adopted a written charter. Current copies of the committee charters are available on the Company’s website at http://investors.overstock.com/corporate-governance/highlights. All members of the committees are appointed by the Board of Directors, and each member is independent within the meaning of the Nasdaq director independence standards and SEC rules. The committees are described in more detail below.

Audit Committee. The Board has a standing Audit Committee. During 2021, the Audit Committee consisted of Allison H. Abraham, who serves as Chair, William B. Nettles, Jr., and Dr. Robert J. Shapiro. Each of Ms. Abraham, Mr. Nettles, and Dr. Shapiro is and was independent within the meaning of the Nasdaq director independence standards. The Board of Directors determined that each of Ms. Abraham, Mr. Nettles, and Dr. Shapiro is an “audit committee financial expert” as defined by the SEC. The experience of each such director that led the Board to the determination that such director is an “audit committee financial expert” is described below under “Information Regarding Director Nominees and Other Directors.” The Audit Committee is responsible for reviewing and monitoring our financial statements and our internal control over financial reporting, selecting, reviewing, and monitoring our independent registered public accounting firm, evaluating the scope of the annual audit, reviewing audit results, reviewing the Company’s and its subsidiaries’ and foreign affiliated entities’ compliance with applicable legal requirements and the Company’s code of business conduct and ethics, and consulting with management and our independent registered public accounting firm prior to presentation of financial statements to stockholders. The Report of the Audit Committee is included in this Proxy Statement.

Compensation Committee. The Board also has a standing Compensation Committee. During 2021, the Compensation Committee consisted of Barclay F. Corbus, who serves as Chairman, Joseph J. Tabacco, Jr., and Barbara H. Messing, each of whom is a non-employee and independent. The Compensation Committee is responsible for approving salaries, incentives, and other forms of compensation for our directors, executive officers, and certain other employees, and administering various incentive compensation and benefit plans. The Compensation Committee Report is included in this Proxy Statement.

Nominating and Corporate Governance Committee. The Board also has a standing Nominating and Corporate Governance Committee. During 2021, the Nominating and Corporate Governance Committee consisted of Joseph J. Tabacco, Jr., who serves as Chairman, Barclay F. Corbus, and Barbara H. Messing, each of whom is a non-employee and independent. The Committee has authority to recommend Board nominees to the full Board, and also has authority over matters of corporate governance. Each member of the Board of Directors has historically participated in the consideration of director nominees.

The Board held eight meetings during 2021, four of which were regularly scheduled and the rest of which were special meetings. The Audit Committee held thirteen meetings during 2021; the Compensation Committee held seven meetings during 2021; and the Nominating and Corporate Governance Committee held four meetings during 2021. Each incumbent director attended at least 75% of the meetings of the Board and of the total number of meetings held by all committees of the Board on which he or she served during 2021. The non-management members of the Board of Directors meet regularly in executive session without management present.

Jonathan E. Johnson III serves as our principal executive officer and as a member of the Board of Directors. Allison H. Abraham has served as Chairwoman of the Board since 2017. We have not named a lead independent director. At December 31, 2021, the Board consisted of seven directors, six of whom were independent. We believe that our leadership structure is appropriate because the size of the Board and the composition of the Board permit and encourage each member to take an active role in all discussions, and each member does actively participate in all substantive discussions. We believe that our current structure is serving the Company well.

The Board oversees the management of risks inherent in the operation of our businesses and the implementation of our strategic plan. In this regard, the Board seeks to understand and oversee the most critical risks relating to the Company’s business, allocate responsibilities for the oversight of risks amongst the full Board and its committees, and see that management has in place effective systems and processes for managing risks facing the Company. Risks falling within this area include, but are not limited to, general business and industry risks, operating risks, business continuity risks, cyber-security risks, financial risks including infrastructure, talent management, human capital and workforce-related risks (e.g., sex harassment), and compliance and regulatory risks. For example, the Board has delegated responsibility for oversight of risk management relating to compensation matters to the Compensation Committee. The Board has delegated responsibility for cybersecurity risks, including protection of customer and employee data, proprietary information, business continuity risks and cyber risks, to the Audit Committee and management. The Board has delegated responsibility for financial and other risk management to the Audit Committee, although the full Board remains involved in risk management. Overseeing risk is an ongoing process and is inherently tied to our operations and overall strategy. Accordingly, the Board considers risk throughout the year and with respect to specific proposed actions. While the Board oversees risk, our management is charged with identifying and managing risk. The Company has robust internal processes and a strong internal control environment to identify and manage risks and to communicate information about risk to the Board. Risk management is not allocated to a single risk management officer within the Company, but rather is administered by management in an approach that is designed to ensure that the most significant risks to the Company, on a consolidated basis, are being managed and monitored appropriately. The Committees and the Board receive periodic reports from management regarding various aspects of the Company’s risk management program. The Audit Committee reviews a quarterly report and presentation from information security leadership regarding cyber security matters. The way the Board and Committees administer the oversight of risk management has not had any effect on the Board’s leadership structure.

The Nominating and Corporate Governance Committee has developed the Company’s Corporate Governance Principles (“Principles”), which have been adopted by the Board. The Principles set forth the Committee’s belief that while there are no specific minimum qualifications the Committee believes must be met by a candidate to be recommended by the Committee, candidates for election to the Board should have the highest professional and personal ethics and values. Candidates should have broad relevant experience, and should be committed to enhancing long-term stockholder value. They should be able and willing to provide insight and practical advice, and they must actively represent the interests of the stockholders. The Committee believes that a variety of types and a balance of knowledge, experience, and capabilities among the members of the Board are in the best interests of the stockholders. The Principles set forth the Committee’s belief that diversity of viewpoint, professional experience and other individual qualities and attributes should be considered to the extent that they relate to the contribution a director is expected to make to the Board and the Company. The Committee periodically reviews the Principles, including the portion regarding diversity. The ability of a candidate to make independent analytical inquiries, the ability to understand the Company’s business, and the willingness of a candidate to devote adequate attention and time to the duties of the Board, are all relevant to the qualifications of a candidate. The specific experience, qualifications, attributes, or skills that led the Committee to the conclusion that each director should be a director considering our business and structure are described under “Information Regarding Director Nominees and Other Directors,” below.

The Nominating and Corporate Governance Committee believes that the current Board composition is serving the stockholders of the Company well. In the future, the Committee may consider additional candidates identified through current members of the Board, professional search firms, stockholders or other persons. Candidates may be evaluated at regular or special meetings of the Board, and may be considered at any point during the year.

Stockholders may propose director candidates for general consideration by the Nominating and Corporate Governance Committee by submitting in proper written form the individual’s name, qualifications, and the other information required by the Bylaws as described below in “Other Information—Procedure for Nominating Directors for Election at an Annual Meeting or a Special Meeting” to the Corporate Secretary of the Company. The Nominating and Corporate Governance Committee will evaluate any candidates recommended by stockholders against the same criteria applicable to the evaluation of candidates proposed by directors or management.

The Committee has not approved any nominee for inclusion on our proxy card for the 2022 Annual Meeting other than Joseph J. Tabacco, Jr., Dr. Robert J. Shapiro, and Barbara H. Messing. We have not paid a fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominees. The Committee did not receive, by a date not later than 120 calendar days before the date of the Company’s Proxy Statement released to security holders in connection with the previous year’s annual meeting, a recommended nominee from a security holder that beneficially owned more than 5% of the Company’s voting common stock for at least one year as of the date the recommendation was made, or from a group of security holders that beneficially owned, in the aggregate, more than 5% of the Company’s voting common stock, with each of the securities used to calculate that ownership held for at least one year as of the date the recommendation was made.

The Board has adopted resolutions to provide a formal process by which stockholders may communicate with the Board. The process adopted by the Board permits stockholders to communicate with the Board either in writing, addressed to the Board at the Company’s headquarters at 799 W. Coliseum Way, Midvale, Utah 84047, or by e-mail, sent to boardofdirectors@overstock.com. All communications from stockholders regarding matters appropriate for stockholder communications with the Board and delivered as described will be delivered to one or more Board members. The determination whether a communication involves a matter appropriate for stockholder communications with the Board is made by the Chairwoman of the Board or our Chief Legal Officer & Corporate Secretary. Stockholders who desire to utilize the procedures described under “Other Information—Procedure for Submitting Rule 14a-8 Stockholder Proposals” or “—Procedure for Nominating Directors for Election at an Annual Meeting or a Special Meeting” should read those sections and the applicable portions of our bylaws and follow the procedures described.

Our policy is that Board members should attend our annual stockholders meetings if reasonably possible. All members of the Board attended the last annual stockholders meeting, which was held in May 2021.

Our Board has adopted a director resignation policy. The policy applies only to uncontested elections of directors. Under the policy, any incumbent nominee who fails to receive a greater number of “for” votes than “withhold” votes or instructions is required to tender his or her resignation to the Chairwoman of the Board within five business days following the certification of the stockholder vote. The Nominating and Corporate Governance Committee will consider any such tendered resignation and will make a recommendation to the Board of Directors concerning the acceptance or rejection of such resignation within 60 days following the date of the stockholders’ meeting. The Board of Directors will determine whether to accept or reject the resignation within 30 days after its receipt of the Committee’s recommendation, and we will publicly disclose the Board’s decision and, if applicable, the reasons for rejecting the tendered resignation, in a Form 8-K to be filed with the Securities and Exchange Commission within four business days after the Board’s decision is made.

We have adopted a code of business conduct and ethics (“Code of Ethics”) that applies to all of our directors and employees. We will provide a copy of the Code of Ethics to any person without charge, upon request. Requests for a copy of the Code of Ethics may be made in writing addressed to: Chief Legal Officer, Overstock.com, Inc., 799 W. Coliseum Way, Midvale, Utah 84047. The Code of Ethics is also available on the Company’s website at http://investors.overstock.com/corporate-governance/highlights.

The Board has established a written policy and procedures for the review and approval or ratification of related party transactions. Under the Board’s policy, any related party transaction that would be required to be disclosed pursuant to Item 404 of Regulation S-K is subject to the prior approval of the Audit Committee unless prior approval is not feasible, in which case the transaction is required to be considered at the Audit Committee’s next meeting and, if the Audit Committee determines it to be appropriate, may be ratified at that meeting. In determining whether to approve or ratify a related party transaction, the Audit Committee considers, among other factors it deems appropriate, whether the transaction is on terms no less favorable to us than terms generally available from an unrelated person under the same or similar circumstances, and the extent of the related person’s interest in the transaction. No member of the Audit Committee may participate in any approval or ratification of a related party transaction in which such member is a related person, other than to provide the Audit Committee with all material information regarding the transaction, including information regarding the extent of the member’s interest in the transaction, except that the Audit Committee may allow one or more members to participate in any approval or ratification of a related party transaction or potential related party transaction in which such member(s) is or may be a related person if the Audit Committee determines that doing so is in the best interests of the Company and its stockholders and informs the Board of Directors of any such approval. If a related party transaction will be ongoing, the Audit Committee may establish guidelines or other parameters or conditions relating to our participation in the transaction. The Audit Committee may from time to time pre-approve types or categories of transactions by related persons.

Set forth below is certain information regarding the nominees for election and all other directors of Overstock whose term of office continues after the 2022 Annual Meeting.

The members of the Compensation Committee during 2021 were Barclay F. Corbus, Joseph J. Tabacco, Jr., and Barbara H. Messing. During 2021:

The Compensation Committee administers our executive compensation program. The Compensation Committee, which consists entirely of independent directors, is responsible for reviewing and approving our compensation policies, for reviewing and approving all forms of compensation for our executive officers, including our named executive officers identified in the Summary Compensation Table below (the “Named Executive Officers”), for administering our incentive compensation programs, for approving and overseeing the administration of certain employee benefits under our employee benefits programs, and for providing insight and guidance to management with respect to employee compensation and retention generally. Following is a discussion of the objectives and implementation of our executive compensation programs.

The Compensation Committee operates under a charter adopted by the Board of Directors. The Compensation Committee periodically reviews the adequacy of its charter and recommends changes to the Board for approval as it considers appropriate. The Compensation Committee meets at scheduled times during the year and acts from time to time by written consent. The Compensation Committee reports on its activities and makes recommendations at meetings with the Board. The Compensation Committee approves executive salaries, approves awards under incentive/bonus plans, and administers the Company’s Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”). The Compensation Committee periodically reviews comparative executive compensation information from other public companies. Additionally, from time to time, the Compensation Committee reviews other human resource issues, including qualified and non-qualified benefits and management performance appraisals and succession planning. During 2021, our Chief Executive Officer, Jonathan E. Johnson III (our “CEO”); our President, David J. Nielsen; our Chief Financial Officer, Adrianne B. Lee; our Chief People Officer, Meghan E. Tuohig; and other executive officers made recommendations and participated in compensation discussions concerning executive officers. The Compensation Committee does not have the power to delegate any of its authority to any other person. Our CEO does not participate in any Compensation Committee deliberations regarding his compensation.

At the 2020 annual stockholders meeting our stockholders voted, on an advisory basis, to approve our executive compensation. The Compensation Committee was aware of the results of the advisory vote when it made 2021 compensation decisions, but its awareness of the advisory vote did not affect the Committee’s decisions.

The say-on-pay vote is advisory and, therefore, not binding on the Board or on the Company; however, the Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements. The current frequency of the say-on-pay vote is once every three years. The next advisory say-on-pay vote will occur at the annual meeting of stockholders in 2023.

Our executive compensation programs seek to attract and retain highly competent executive management who will build long-term economic value for the Company. Our general compensation philosophy for our executives is that our executives’ cash compensation should generally be at levels that are sufficient to retain the services of the executives, but that our executives’ opportunities for more significant compensation should be tied closely to our performance.

The objectives of our executive compensation plans and programs are to:

Our executive compensation policy is designed to reward decisions and actions that have a positive effect on our financial performance and long-term stock value, and to balance short-term and long-term goals. Since 2008 our approach to equity awards has been to make an annual grant of restricted stock units (“RSUs”) in an effort to create an equity awards system that will have long-term motivational effects tied directly to our stock price, subject to compliance with the vesting

requirements. The Compensation Committee believes that annual RSU grants, with multi-year vesting requirements, made over a number of years, should have the desired effect of providing appropriate incentives tied to the market price of the common stock over a long period of time, without encouraging short-term or inappropriate management decisions.

In addition to our 2005 Plan, tZERO adopted an equity incentive plan. For work performed in 2021, our Chief Executive Officer received a grant under the tZERO Equity Incentive Plan (the “tZERO Plan”), as shown in the Summary Compensation Table and other tables below. No other Named Executive Officer received grants under the tZERO Plan. As previously disclosed, following the completion of the Pelion Transaction in 2021, we deconsolidated tZERO’s consolidated net assets and noncontrolling interest from our consolidated financial statements and results.

In 2021 our Named Executive Officers were not eligible to participate in any bonus plan, but one or more Named Executive Officers received individual bonuses, as described below.

During 2021, the Compensation Committee adjusted the base salaries of certain executive officers, including certain Named Executive Officers, which are set forth below in Elements of Compensation. The adjustments to base salaries were made in consideration of individual contributions and market data.

The accounting and tax treatment of forms of compensation generally do not affect the Compensation Committee’s compensation decisions.

In April of 2020, we entered into Executive Retention Agreements with certain executive officers, including Jonathan E. Johnson III, our Chief Executive Officer and a member of our Board of Directors; Adrianne B. Lee, our Chief Financial Officer; David J. Nielsen, our President; Carter P. Lee, our Chief Administrative Officer; Meghan E. Tuohig, our Chief People Officer; and Ronald Hilton, our former Chief Merchandising and Operations Officer. We also entered into an Executive Retention Agreement with Elizabeth W. Solomon, our former Chief Marketing Officer, when she was hired. Pursuant to these Retention Agreements, in consideration of the executive’s continued rendering of services to us, we agree that, in connection with the executive’s termination from the Company that is neither voluntary nor for cause, we will (i) pay the executive a severance amount equal to a lump sum cash payment computed by taking the executive’s monthly rate of pay and multiplying it by the number of years of service completed at signing of the Retention Agreement, but not greater than six months’ or less than two months’ worth of monthly pay; on each January 1 after the date of signing the Retention Agreement, the six-month cap will increase by one month, but in no event will ever be greater than twelve months; and (ii) accelerate the vesting of unvested equity awards which would have otherwise vested during a specified post-termination time period, the length of which is determined by using one month for each year of service completed at signing of the Retention Agreement, but not greater than six months or less than two months; on each January 1 after the date of signing the Retention Agreement, the six-month cap will increase by one month, but in no event will ever be greater than twelve months.

Elizabeth W. Solomon, our former Chief Marketing Officer, left the Company on November 29, 2021. Pursuant to a Severance Agreement and Release we entered with Ms. Solomon, she will receive severance payment of $249,132, payable in accordance with our normal pay cycle through July 15, 2022, each such payment less applicable deductions for taxes. Ms. Solomon also received payment of approximately $8,687, representing six-months of COBRA premiums, and will receive a $100,000 bonus on or before April 30, 2022, each such payment less applicable deductions for taxes. In addition, pursuant to this agreement, Ms. Solomon agreed to certain customary confidentiality, non-competition, non-disparagement, and non-solicitation provisions, and agreed to release the Company from certain claims in connection with her employment.

Ronald Hilton, our former Chief Merchandising and Operations Officer, left the Company on December 17, 2021. Pursuant to a Severance Agreement and Release we entered with Mr. Hilton, he will receive severance payment of $216,667, payable in accordance with our normal pay cycle through August 17, 2022, each such payment less applicable deductions for taxes. Mr. Hilton also received a payment of approximately $14,677, representing eight-months of COBRA premiums, less applicable deductions for taxes. Also, the vesting of 11,334 restricted stock units held by Mr. Hilton was accelerated. In addition, pursuant to this agreement, Mr. Hilton agreed to certain customary confidentiality, non-competition, non-disparagement, and non-solicitation provisions, and agreed to release the Company from certain claims in connection with his employment.

The foregoing agreements are described in further detail below under “Compensation Discussion and Analysis—Severance and Change of Control Arrangements.”

We do not offer any pension plan or other retirement benefits except a 401(k) plan and a nonqualified deferred compensation plan for senior management. At December 31, 2021, none of our Named Executive Officers had any amounts deferred under the Deferred Compensation Plan (as defined below) except Mr. Lee.

The Compensation Committee has sole discretion, at Company expense, to retain and terminate compensation consultants, independent legal counsel, or other advisors, including sole authority to approve their fees and retention terms. In November 2019, the Compensation Committee engaged VisionLink Advisory Group, Inc. (“VisionLink”) as its independent compensation consultant. VisionLink reported directly to the Compensation Committee and performed services as directed by the Committee. In February 2021, VisionLink (i) reviewed our comparator group companies, the compensation of our CEO and the other Named Executive Officers; and (ii) provided current market data to complement the executive compensation program design and competitive pay analysis. During 2021, the Compensation Committee engaged Mercer (US) Inc. as its independent compensation consultant to perform an analysis of executive compensation for 2022.

The elements of total compensation for which our Named Executive Officers were generally eligible during 2021 were as follows:

Each of these elements is discussed below.

Our CEO. In 2019, Jonathan E. Johnson III was appointed CEO of the Company. As CEO, in 2021, Mr. Johnson had a base salary of $825,000. Mr. Johnson’s salary was increased to $875,000 on January 21, 2022 in recognition of his individual contributions in 2021 and market data provided by VisionLink. Prior to becoming CEO, Mr. Johnson was the president of Medici Ventures, a position he continued to hold in addition to his role of CEO of the Company until the completion of the Pelion Transaction in April 2021. Mr. Johnson also served as chairman of the board of directors of tZERO until the completion of the Pelion Transaction in April 2021. For his service as chairman of the tZERO board of directors in 2021, he received a grant of 50,000 restricted stock units of tZERO common stock granted pursuant to the tZERO Plan with a grant date value of $47,500 (this award was made on August 10, 2020, at which time he received 100,000 RSUs with a grant date value of $95,000 for his service for the third quarter of 2020 through the second quarter of 2021 – of which 50,000 RSUs and $47,500 relate to his service in the first and second quarters of 2021). As previously disclosed, following the completion of the Pelion Transaction in 2021, we deconsolidated tZERO’s consolidated net assets and noncontrolling interest from our consolidated financial statements and results. Mr. Johnson also received 401(k) matching contributions of $17,400; had imputed income for group term life insurance in the amount of $7,333; had premiums paid by the Company for supplemental disability insurance in the amount of $4,398; had Utah State bar dues paid by the Company in the amount of $434; and had California State bar dues paid by the Company in the amount of $528. On January 21, 2022, Mr. Johnson was also given an individual bonus of $195,000 for his extraordinary efforts and performance in 2021.

Base Salary. The base salaries of the Named Executive Officers are reviewed by the Compensation Committee annually. On February 4, 2021 the Compensation Committee met to set 2021 salaries for our executive officers, including our Named Executive Officers. In setting the executive officer salaries the Compensation Committee reviewed market data provided by VisionLink and considered the individual efforts and contributions of each executive officer. Salaries for certain Named Executive Officers were changed in 2021 from their 2020 salaries as follows: Jonathan E. Johnson III’s salary was increased from $625,000 to $825,000 due to his efforts and his successes in improving Company performance in 2020. In consideration of individual contribution in 2020 as well as market data provided by VisionLink, in 2021, Adrianne B. Lee’s salary was increased from $400,000 to $425,000;

David J. Nielsen’s salary was increased from $450,000 to $550,000; Meghan E. Tuohig’s salary was increased from $300,000 to $325,000; and Ronald Hilton’s salary was increased from $300,000 to $325,000.

2021 Individual Bonus Payments. In 2021, our Named Executive Officers were not eligible to participate in any bonus plan. However, several of our Named Executive Officers received individual bonuses. On May 14, 2021, a $40,000 bonus was given to Ms. Lee for her efforts relating to the completion of certain strategic initiatives. On March 29, 2021, a $100,000 one-time sign-on bonus was given to Ms. Solomon and on or before April 30, 2022 she will receive another $100,000 bonus pursuant to her severance agreement.

In addition, individual bonuses were given to certain of our Named Executive Officers in 2022 to reward them for their extraordinary efforts and performance in 2021. On January 21, 2022, a $195,000 bonus was awarded to Mr. Johnson, a $125,000 bonus was awarded to Mr. Nielsen, a $100,000 bonus was awarded to Ms. Lee, a $55,000 bonus was awarded to Mr. Lee, and a $75,000 bonus was awarded to Ms. Tuohig.

2005 Plan. We use the grant of awards under our 2005 Plan to provide long-term incentive compensation opportunities to our key employees, including the Named Executive Officers. The plan was most recently reapproved by the stockholders in 2020. It provides for the grant of equity-based awards, including restricted stock and restricted stock unit awards. The plan is designed to provide incentive compensation that aligns management’s financial interests with those of our stockholders and encourages management ownership of our common stock.

Since 2008 the only type of award we have granted under the 2005 Plan has been restricted stock units (“RSUs”). The Compensation Committee determines the number of RSUs to be granted to key employees, including Named Executive Officers, based on a recommendation of management including the active participation during 2021 of the CEO, by determining the aggregate amount the Compensation Committee considers appropriate for the entire group and allocating the awards on the basis of management’s recommendation and the Compensation Committee’s subjective views of the relative ability of key employees or groups of key employees to make positive contributions to the Company. The Compensation Committee generally makes equity grants to key employees, including Named Executive Officers, annually at a regularly scheduled Compensation Committee meeting typically held in late January or early February of each year. In 2021, the Compensation Committee made these regular equity grants on February 4, 2021. We have not otherwise adopted any specific policy regarding the amount or timing of any stock-based compensation for employees under the 2005 Plan, although the aggregate amount of the equity grants to employees in recent years has generally been a number of shares approximately equal to [1-2%] of the number of shares outstanding, and the annual grant typically occurs during the first half of the year. We have never backdated or repriced options or any other equity award. The aggregate grant date fair value of equity-based awards is set forth in the Summary Compensation Table. Information concerning the number of RSUs held by each Named Executive Officer as of December 31, 2021, under the 2005 Plan is set forth in the Outstanding Equity Awards at Fiscal Year-End Table. The annual RSU grants to our Named Executive Officers have historically been the most significant incentive compensation arrangement we utilize.

401(k) Plan. We maintain a 401(k) plan, in which Named Executive Officers may participate. During 2021 we made 100% matching contributions on the first 6% of eligible compensation, both base and bonus compensation, deferred by eligible employees. Employee contributions vest immediately. We did not make any profit- sharing contributions in 2021. The amounts of the matching contributions to our Named Executive Officers are included in the “All Other Compensation” column of the Summary Compensation Table. Participation in the 401(k) plan is available to employees on a non-discriminatory basis.

Health and Welfare Benefits. We provide health, life and disability insurance and other employee benefits programs to our employees, including our Named Executive Officers. We also provide supplemental disability insurance for our senior management team members, including the Named Executive Officers. Except for the supplemental disability insurance, our employee benefits plans are provided on a non-discriminatory basis. The amounts of the supplemental disability insurance premium payments we make for the benefit of our Named Executive Officers are included in the “All Other Compensation” column of the Summary Compensation Table. Every year, our senior management team members review and update our health and welfare benefits to remain competitive in the markets where our employees reside.

Nonqualified Deferred Compensation Plan. We have a nonqualified deferred compensation plan for senior management (the “Deferred Compensation Plan”), which also became available to employees making more than $170,000 in 2021. The Deferred Compensation Plan, which is described in more detail below, allows participants to defer receipt of compensation otherwise payable to them under our existing compensation plans, and also permits us to make discretionary contributions to participants’ accounts, although we have never made any discretionary contributions to participants’ accounts. At December 31, 2021, none of our Named Executive Officers except Mr. Lee had any amounts deferred under the Deferred Compensation Plan.

Service Awards. We pay service awards to all employees, including Named Executive Officers, for reaching certain milestones for their years of service. Although these awards are primarily ceremonial, we believe that loyalty to the Company and length of service deserve recognition. We therefore provide the following employee service awards:

In 2021, certain Named Executive Officers received service awards. Mr. Lee received a $250 Company gift card plus $5,000 for his twenty years of service to the Company. Ms. Tuohig received a $250 Company gift card plus the ability to take one-month sabbatical with pay for her fifteen years of service to the Company. Mr. Hilton received a $250 Company gift card plus $1,000 cash with a gross up of $774 to compensate him for taxes on the award for his ten years of service to the Company.

Why We Pay these Elements of Compensation; How We Determine the Amounts; and Interrelationships of these Elements. The main elements of compensation potentially available to our Named Executive Officers (other than our Chief Executive Officer) for 2021 were base salary and RSU grants, with the possibility of bonus payments for individual performance. The three elements operate independently of one another. The Compensation Committee periodically considers the value of each component and the total value of the compensation package being provided to each of the Named Executive Officers, as well as the history of each officer’s compensation package. The base salaries we paid the Named Executive Officers during 2021 were paid in order to retain the services of those executives.

The Compensation Committee granted RSUs to our Named Executive Officers and other key employees on February 4, 2021 to provide long-term incentive compensation tied directly to the price of the Company’s common stock. The grants were intended to have a retention effect, as they vest in equal annual increments over a three-year period. They were also intended to provide reasonable incentives tied to the price of the Company’s common stock, which the Compensation Committee believes to be in the best interests of stockholders generally. In approving the February 4, 2021 grants the Compensation Committee considered individual contributions, as well as the market data and recommendations provided by the third-party compensation consultant.

The Compensation Committee sometimes approves individual bonus payments as rewards for extraordinary efforts. Certain Named Executive Officers received personal bonuses for their extraordinary efforts and individual contributions to the Company in 2021. The bonus payments to our Named Executive Officers during 2021 are described above under “2021 Individual Bonus Payments.”

We provide the 401(k) plan and the health and welfare benefits to help make our overall compensation packages and work environment more attractive to all our employees, including our Named Executive Officers.

Risks of Our Compensation Policies and Practices. We periodically analyze and evaluate risks arising from our compensation policies and practices, and have concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on us.

We have a nonqualified deferred compensation plan for senior management (the “Deferred Compensation Plan”), which also became available to employees making more than $170,000 in 2021. The Deferred Compensation Plan allows participants to defer receipt of compensation otherwise payable to them under our existing compensation plans, and permits us to make discretionary contributions to participants’ accounts. Participants are permitted to select from a limited number of investment alternatives available under the Deferred Compensation Plan. Under the terms of the Deferred Compensation Plan, eligible members of senior management, including the Named Executive Officers, may defer receipt of their compensation, including up to 50% of their salaries and up to 90% of their bonuses. We may, though we have no obligation to, make discretionary contributions on behalf of a participant in the Deferred Compensation Plan, in such form and amount as we deem appropriate. To date, we have not made any contributions to the Deferred Compensation Plan on behalf of any Named Executive Officer. We have never paid any above-market or preferential earnings on any compensation deferred under the Deferred Compensation Plan. At December 31, 2021, none of our Named Executive Officers had any funds in the Deferred Compensation Plan except Mr. Lee.

The Compensation Committee took action relating to 2021 compensation of one or more Named Executive Officers after December 31, 2021. On January 21, 2022, the Compensation Committee approved bonuses to certain Named Executive Officers based upon their individual performance and contribution during 2021.

On January 21, 2022, the Compensation Committee also set 2022 salaries and made RSU grants to our executive officers, including our Named Executive Officers, based upon individual contribution, as well as market data, analysis, and recommendations of the Compensation Committee’s independent compensation consultant, Mercer (US) Inc.

The Compensation Committee has not approved any 2022 bonus plan in which our Named Executive Officers would be eligible to participate, but Named Executive Officers can receive bonuses as a reward for extraordinary efforts. Below are the 2022 salaries, bonuses and RSU grants provided to our Named Executive Officers.

The Compensation Committee did not grant any stock options under the 2005 Plan to any of our Named Executive Officers during 2021. We do not have any program, plan, or practice to time option grants, RSU awards or any other equity awards to our Named Executive Officers or to any other employee in coordination with the release of material non-public information. The Company’s Board of Directors normally schedule its regular meetings at least a year in advance. Meetings of the Compensation Committee are generally held in connection with the regularly scheduled Board meetings. The meetings are scheduled to meet a number of different timing objectives, including the review of financial results and the review of press releases and filings containing financial results. The Compensation Committee may approve equity awards shortly before or after the public release of financial results or other material information because the Compensation Committee holds its meetings in connection with the Board meetings, not because of a program, plan, or practice to time option grants or other equity awards. We also do not set the grant date of any equity awards to new executives in coordination with the release of material non-public information, and we have not timed, and do not plan to time, the release of material non-public information for the purpose of affecting the value of executive compensation.

Elizabeth W. Solomon, our former Chief Marketing Officer, left the Company on November 29, 2021. Pursuant to a Severance Agreement and Release we entered with Ms. Solomon, she will receive severance payment of $249,132, payable in accordance with our normal pay cycle through July 15, 2022, each such payment less applicable deductions for taxes. Ms. Solomon also received payment of approximately $8,687, representing six-months of COBRA premiums, and will receive a $100,000 bonus on or before April 30, 2022, each such payment less applicable deductions for taxes. In addition, pursuant to this agreement, Ms. Solomon agreed to certain customary confidentiality, non-competition, non-disparagement, and non-solicitation provisions, and agreed to release the Company from certain claims in connection with her employment.

Ronald Hilton, our former Chief Merchandising and Operations Officer, left the Company on December 17, 2021. Pursuant to a Severance Agreement and Release we entered with Mr. Hilton, he will receive severance payment of $216,667, payable in accordance with our normal pay cycle through August 17, 2022, each such payment less applicable deductions for taxes. Mr. Hilton also received a payment of approximately $14,677, representing eight-months of COBRA premiums, less applicable deductions for taxes. Also, the vesting of 11,334 restricted stock units held by Mr. Hilton was accelerated. In addition, pursuant to this agreement, Mr. Hilton agreed to certain customary confidentiality, non-competition, non-disparagement, and non-solicitation provisions, and agreed to release the Company from certain claims in connection with his employment.

Other than those rights offered by the Executive Retention Agreement approved by the Board on February 17, 2020, none of our Named Executive Officers has any contractual right to any severance or change of control payments under any employment or severance agreement, although we do sometimes make severance payments on a case-by-case basis.

The Executive Retention Agreement, the form of which was approved by the Board on February 17, 2020, creates an obligation of the Company to pay severance to certain executive employees, as described in “Compensation Discussion and Analysis—Employment Agreements.” All Named Executive Officers have signed an Executive Retention Agreement.

Our executive officers hold RSUs issued under our 2005 Plan, and the vesting of such awards may be accelerated, under certain circumstances, upon or in connection with a change of control of the Company or upon the termination of the employment of the holder within a period of time after a change of control has occurred. The 2005 Plan provides that if a merger or change of control (as defined in the plan) occurs, outstanding awards will be assumed by the successor or an equivalent award will be substituted, or the award will vest and the participant will have the right to exercise the award. The 2005 Plan also provides that the Board has the power to modify any outstanding awards at any time, by accelerating vesting or otherwise.

In addition, as described above, our Deferred Compensation Plan allows participants to defer receipt of compensation otherwise payable to them under our existing compensation plans, and permits us to make discretionary contributions to participants’ accounts. Participants are fully vested in all amounts deferred and any earnings or losses on those deferrals at all

times. Upon termination of service due to retirement, disability or death, a participant becomes fully vested in any additional amounts, including any discretionary contributions we make, credited to his or her account. To date, we have not made any contributions to the Deferred Compensation Plan on behalf of any Named Executive Officer, and at December 31, 2021, none of our Named Executive Officers except for Mr. Lee had any funds in the Deferred Compensation Plan.

We do not have any policy requiring our Named Executive Officers or directors to own any specified amount of our common stock.

We have a policy prohibiting directors, officers and other employees and members of their immediate families from engaging in short sales of our stock or otherwise engaging in any transaction intended to hedge against or profit from any decrease in the market value of our securities.

The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed it with management. Based on its review and discussions with management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 2022 Proxy Statement.

Barclay F. Corbus (Chair)

Joseph J. Tabacco, Jr.

Barbara H. Messing

The following table sets forth information for the three years ended December 31, 2021 concerning the compensation for services in all capacities to the Company and its subsidiaries as of December 31, 2021, of (i) our principal executive officer during 2021, (ii) our principal financial officer during 2021, (iii) our three most highly compensated executive officers who were serving as such at December 31, 2021 other than our principal executive officer and our principal financial officer, and (iv) up to two additional executive officers who would have been included but were not serving as such at December 31, 2021. We refer to these individuals throughout this Proxy Statement as the “Named Executive Officers.”

The material factors necessary to understand the summary compensation table and the grants of plan-based awards table below are described above in the Compensation Discussion and Analysis and in the footnotes to the summary compensation table.

The following table sets forth information concerning grants of awards pursuant to plans made to the Named Executive Officers during the year ended December 31, 2021.

The following table sets forth information concerning outstanding equity awards held by each Named Executive Officer as of December 31, 2021.

The following table sets forth information concerning stock awards that vested during the last fiscal year with respect to the Named Executive Officers.

We maintain a nonqualified deferred compensation plan for senior management, which also became available to employees making more than $170,000 in 2021. The Deferred Compensation Plan allows participants to defer receipt of compensation otherwise payable to them under our existing compensation plans, and permits us to make discretionary contributions to participants’ accounts. We may, though we have no obligation to, make discretionary contributions on behalf of a participant in the Deferred Compensation Plan, in such form and amount as we deem appropriate. To date, we have not made any contributions to the Deferred Compensation Plan on behalf of any Named Executive Officer. Participants are permitted to select from a limited number of investment alternatives, which are identified below. The investment alternatives were selected by the Company. A participant may change his or her selection of investment funds no more than six times each year. Eligible members of senior management, including the Named Executive Officers, may defer receipt of their compensation, including up to 50% of their salaries and up to 90% of their bonuses. Subject to plan restrictions and subject to prior distribution because of retirement, separation from service for other reasons, disability or death, and subject to other restrictions, each participant designates the timing of his or her distributions and whether payment is to be made in a lump sum or in equal annual installments over a period of up to five years. Subject to various restrictions, a participant may periodically change the timing of his or her distributions. During 2021, none of our Named Executive Officers except Mr. Lee participated in the Deferred Compensation Plan.

The Compensation Committee is responsible for recommending to the Board the compensation of our non-employee directors. The Compensation Committee is empowered to engage outside advisors, experts, and others to assist. As part of its annual review process, the Compensation Committee reviews the non-employee director compensation program to evaluate whether it is competitive with market practices by considering the Company’s historical practices with respect to outside director compensation. The Compensation Committee and Board will continue to monitor compensation trends, competitive practices, tax regulations, and other matters related to non-executive director compensation, and make adjustments as appropriate.

During 2021, we paid our non-employee directors annual cash fees of $75,000 with payments on a quarterly basis, except for our Chairwoman, Allison H. Abraham, who we paid at an annual rate of $150,000, with payments on a quarterly basis. The Compensation Committee also grants RSU awards to our non-employee directors annually, generally at the first Board meeting after the director first joins the Board, and then periodically thereafter. In 2021, the Compensation Committee granted RSUs to our non-employee directors as follows: