8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

OCTOBER 2, 2023

Date of Report (date of earliest event reported)

Overstock.com, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-49799	87-0634302
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

799 W. Coliseum Way

Midvale, Utah 84047

(Address of principal executive offices)

(801) 947-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	OSTK	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On October 2, 2023, the Board of Directors (the “Board”) of Overstock.com, Inc. (“Overstock”) appointed Marcus A. Lemonis as a Class III member of the Board. Mr. Lemonis’ term began upon his appointment and will run through Overstock’s annual meeting of stockholders in 2026. Mr. Lemonis has served as the Chief Executive Officer and Chairman of the Board of Camping World Holdings, Inc. since 2002.

Mr. Lemonis is not being appointed to any committees of the Board at this time. Overstock also has entered into or intends to enter into an indemnification agreement with Mr. Lemonis in substantially the same form as the indemnification agreements entered into by Overstock with each of its other non-employee directors. Mr. Lemonis is not and has not been involved in any related-party transactions with Overstock required to be disclosed under Item 404 of Regulation S-K and does not have any family relationships with any other director, executive officer, or any persons nominated for such positions.

Item 7.01 Regulation FD

On October 3, 2023, Overstock issued a press release regarding Mr. Lemonis’ appointment as a member of the Board. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference to this Item 7.01.

The information set forth in this Item 7.01 including the information set forth in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release dated October 3, 2023
104	The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
		OVERSTOCK.COM, INC.
	By:	/s/ E. Glen Nickle
		E. Glen Nickle
		Chief Legal Officer
	Date:	October 3, 2023

2

EX-99.1

Overstock Appoints Marcus Lemonis to Board of Directors  Chairman and Chief Executive Officer at Camping World (NYSE:CWH)  25-years of experience in business development and retail growth  Expertise in business acquisition and integration MIDVALE, Utah – October 3, 2023 – The Board of Directors of Overstock.com, Inc. (NASDAQ:OSTK) has appointed Marcus Lemonis as its newest independent director, effective October 2, 2023. Lemonis is currently the Chairman and Chief Executive Officer (CEO) of Camping World (NYSE:CWH). He brings a broad and diverse experience in growing and scaling companies from the inside out. He’s well-known for improving small businesses on CNBC’s The Profit where he helped them focus on their people, process, and products to achieve stability and profitability. Lemonis also helps homeowners improve the value and function of their homes on his hit TV show, The Renovator. He has more than 25 years of business development, corporate retail, and entrepreneurship experience. Under his leadership and vision, Lemonis has grown Camping World and Good Sam from the ground up to become the world’s largest RV and outdoor retailer and affinity group. Today the company operates in more than 40 states with over 13,000 employees. Good Sam, the world’s largest affinity organization registers over 5.2 million active consumers, spanning a host of products and services, covering protective services, financial services, and lifestyle products. His approach to business management is putting employees first, ensuring a culture that allows people to thrive. “We are delighted to welcome Marcus to the board,” said current Overstock Chairwoman of the Board, Allison Abraham. “As a CEO of a publicly traded company, he brings a wealth of experience in leadership, retail, branding and customer engagement that will complement the current board’s strengths and position the company for growth and success. I am excited for Marcus to take on a larger leadership role on the board in the future as we continue with our transformation to the new Bed Bath & Beyond brand.” “I am thrilled to augment our board with Marcus’s experience,” said Jonathan Johnson, CEO of the new Bed Bath & Beyond and board member. “With our recent acquisition of Bed Bath & Beyond, it’s a transformational time for our company and his expertise in growing and scaling businesses will be invaluable. I’m confident that his strong business acumen will allow him to meaningfully contribute to the company during this pivotal time. As Marcus becomes more familiar with the company, I expect to work closely with him as he takes a bigger and more meaningful role on the board.”

“This appointment merges many of my personal and professional interests,” said Lemonis. “Reinventing and reformatting businesses is a passion and focus of mine. I’m excited about the opportunities that lay ahead for the new Bed Bath & Beyond. I’m enthusiastic about joining the company’s Board of Directors as it embarks on a new phase of growth with an iconic consumer brand.” With the addition of Lemonis, the Overstock board now has nine members, eight of whom are independent. About Marcus Lemonis Many know him as the “business turnaround king” and star of CNBC’s prime time reality series The Profit. Lemonis’ notoriety has been established by his tenacity, shrewdness, and determination. His biggest business success is as the chairman and CEO of Camping World, the nation’s largest RV and outdoor retailer, and Good Sam, the world’s largest RV owner’s organization. On his TV show, The Profit, he lends his expertise to struggling small businesses around the country, judging, and improving them with the “3P” principle: “People / Process / Product.” Lemonis also helps homeowners improve the value and function of their homes on his hit TV show, The Renovator. For more information, visit MarcusLemonis.com. About Overstock.com Overstock.com, Inc. (NASDAQ:OSTK) is a technology-focused innovator based in Midvale, Utah and owner of the Bed Bath & Beyond brand and other intellectual property related to the brand. Bed Bath & Beyond is an online home furnishings and furniture retailer in the United States and Canada. The leading ecommerce website sells a broad range of new home products at low prices, including furniture, décor, area rugs, bedding and bath, home improvement, and more. The online shopping site features millions of products that tens of millions of customers visit each month. Overstock regularly posts information about the Company and other related matters on the Newsroom and Investor Relations pages on its website. Bed Bath & Beyond, Beyond, Welcome Rewards, Overstock, and Overstock.com are trademarks of Overstock.com, Inc. Other service marks, trademarks and trade names which may be referred to herein are the property of their respective owners. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding our board of directors and future actions. Additional information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023, Form 10-Q for the fiscal quarter ended March 31, 2023, which was filed with the SEC on May 2, 2023, Form 10-Q for the fiscal quarter ended June 30, 2023, which was filed with the SEC on July 31, 2023, and in our subsequent filings with the SEC.

Contacts Investor Relations: Lavesh Hemnani ir@overstock.com Media Relations: Sarah Factor pr@overstock.com

XML

Cover Page	Oct. 02, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 02, 2023
Entity Registrant Name	Overstock.com, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-49799
Entity Tax Identification Number	87-0634302
Entity Address, Address Line One	799 W. Coliseum Way
Entity Address, City or Town	Midvale
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84047
City Area Code	801
Local Phone Number	947-3100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	OSTK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001130713
Amendment Flag	false