Shareholders elect Barbara H. Messing, Robert J. Shapiro and Joseph J. Tabacco as additional directors.
Conversion of Series A-1 and Series B Preferred Stock to Common Stock Approved.
SALT LAKE CITY, May 12, 2022 (GLOBE NEWSWIRE) — Overstock.com, Inc. (OSTK, Financial), a leading e-commerce retailer of home furnishings, today announced the results of voting on shareholder proposals to be considered at its annual general meeting on Thursday, May 12, 2022. Shareholders voted to re-elect Barbara H. Messing, Robert J. Shapiro and Joseph J. Tabacco to the Board of Directors and to convert their Series A-1 and Series B preferred stock to common stock. Shareholders also confirmed the appointment of KPMG LLP as the Company’s independent public accounting firm for fiscal year 2022.
“I am pleased that our shareholders voted overwhelmingly to re-elect Barb, Rob and Joe,” said Jonathan Johnson, CEO of Overstock. “These three directors have such vast corporate experience, impressive qualifications and keen judgment. I appreciate how they constantly inspire me and provide valuable insights into our business decisions.”
Shareholders also voted in favor of the Company’s proposed conversion of the Digital Voting Series A-1 Preferred Stock (OSTKO) (the “Series A-1”) and Voting Series B Preferred Stock (OSTBP) (the “Series B”) to shares of the company’s common stock (OSTK, Finance) (the “Transformation”). “Moving from three share classes to one will significantly simplify our capital structure going forward,” Johnson said.
The Company will now begin the process of converting the Series A-1 and Series B shares into common shares in cooperation with its Transfer Agent, relevant broker-dealers and the Depository Trust & Clearing Corporation (DTCC). The conversion will become effective upon the filing with the Delaware Secretary of State of Certificates of Amendment to the Certificates of Designation for the Series A-1 and Series B shares, which the Company expects to close on June 10, 2022. The Series A-1 and Series B shares will cease trading at the close of business on June 10, 2022 and the Company will file any other regulatory filings required to complete the conversion on that date.
The voting results announced today are considered preliminary until the final results are tabulated and confirmed by the Independent Elections Inspector. Final results will be filed with the Securities and Exchange Commission in the form of a current report on Form 8-K and will be available on the Company’s investor website.
Overstock.com, Inc. (common stock (OSTK, Financial) / Series A-1 Preferred Stock (tZERO ATS:OSTKO) / Series B Preferred Stock (OTCQX:OSTBP)) is an online retailer and technology company based in Salt Lake City, Utah. Its leading e-commerce site sells a wide range of new home products at low prices, including furniture, décor, carpets, bedding and baths, home improvement and more. The online shopping site offers millions of products that are visited by tens of millions of customers every month. In 2014, Overstock became the first major retailer to accept cryptocurrency as a form of payment and continues to do so. Overstock periodically posts information about the Company and other related matters on the Newsroom and Investor Relations pages of its Overstock.com website.
O, Overstock.com, O.com, and Club O are registered trademarks of Overstock.com, Inc. Other service marks, trademarks, and trade names referenced herein belong to their respective owners.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding conversion. Please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and Form 10-Q for the quarter ended December 31, 2021 for additional information regarding factors that could materially affect the results and accuracy of any forward-looking statements contained herein ended March 31, 2022 and in our subsequent filings with the SEC.