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

 

May 9, 2013

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
 incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

6350 South 3000 East

Salt Lake City, Utah 84121

(Address of principal executive offices)

 

(801) 947-3100

(Registrant’s telephone number, including area code)

 

 

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.07              Submission of Matters to a Vote of Security Holders.

 

(a) The 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 9, 2013.

 

(b) The matters submitted to the stockholders of the Company at the Annual Meeting, and the final results of the voting, were as follows:

 

Proposal No. 1 — Election of Directors

 

The individuals named below were elected at the Annual Meeting as Class II members of the Board of Directors, to serve for terms of three years ending in 2016, by the following votes:

 

Name

 

For

 

Withheld/Abstain

 

Broker
Non-Votes

 

Joseph J. Tabacco, Jr.

 

18,326,704

 

241,057

 

2,439,534

 

Jonathan E. Johnson III

 

18,317,282

 

250,479

 

2,439,534

 

 

Proposal No. 2 — Ratification of Selection of Independent Registered Public Accounting Firm

 

The Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013 was ratified by the stockholders by the following vote:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

20,945,261

 

31,595

 

30,439

 

0

 

 

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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/ ROBERT P. HUGHES

 

 

Robert P. Hughes

 

 

Senior Vice President, Finance and Risk Management

 

Date:

May 15, 2013

 

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