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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
NOVEMBER 30, 2023
Date of Report (date of earliest event reported)
Beyond, Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware |
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000-41850 |
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87-0634302 |
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(Commission File Number) |
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(I.R.S. Employer |
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Identification Number) |
799 W. Coliseum Way
Midvale, Utah 84047
(Address of principal executive offices)
(801) 947-3100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share |
BYON |
New York Stock Exchange |
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 7.01 Regulation FD
On November 30, 2023, the Board of Directors of Beyond, Inc. (the “Company”) approved, subject to and effective upon the approval of the Company’s stockholders, an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate Amendment”) to declassify the Board of Directors (“Board”) at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Meeting”).
Currently, the Board is divided into three classes and each director is elected for a three-year term. If the stockholders of the Company approve the Certificate Amendment at the 2024 Meeting, effective upon the filing of the Certificate Amendment with the State of Delaware, the Board will be declassified and all of the directors of the Company will be elected at least annually, beginning with the Company’s 2025 Annual Meeting of Stockholders.
On November 30, 2023, the Company issued a press release announcing their intent to declassify the Board, which is being furnished with this report and attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is being furnished with this report:
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Exhibit No. |
Description of Exhibit |
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Press Release dated November 30, 2023 |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 future actions of the Company’s Board of Directors and stockholders. 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, filed with the SEC on February 24, 2023, Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 2, 2023, Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on July 31, 2023, Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on October 31, 2023, and in our subsequent filings with the SEC.
SIGNATURE
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| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
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BEYOND, INC. |
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By: |
/s/ E. Glen Nickle |
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E. Glen Nickle |
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Chief Legal Officer |
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Date: |
November 30, 2023 |
EX-99.1
2
a20231130pressrelease.htm
EX-99.1
Document
Beyond Board of Directors Unanimously Votes to Enhance Governance and Accountability through Declassification
MIDVALE, Utah – Nov 30, 2023 – Beyond, Inc., (NYSE: BYON) (“Beyond” or the “Company”), the parent company of online furniture and home furnishings retailer Bed Bath & Beyond, formerly known as Overstock, today announced that its Board of Directors (“the Board”) has unanimously approved a declassification of the Board, subject to shareholder approval at the 2024 Annual Meeting of Stockholders (“Meeting”).
In accordance with Delaware law, the Board will put forward the proposal for declassification (“Proposal”) for a vote at its next Meeting. Details related to the Proposal will be filed with the Company’s annual proxy statement in advance of the Meeting. Following shareholder approval at the Meeting, and subsequent amendment of our Amended and Restated Certificate of Incorporation, each director of the Board will transition to an annual election in 2025.
Marcus Lemonis Co-Chair of the Board said, “Our collective Board, after discussions with various stakeholders, is focused on results and accountability in addition to the highest level of corporate governance. We take our responsibility seriously and want all shareholders to be able to opine on our performance annually.”
About Beyond
Beyond, Inc. (NYSE:BYON), based in Midvale, Utah, is an ecommerce expert with a singular focus: connecting consumers with products they love. The Company owns the Bed Bath & Beyond brand and associated intellectual property. Bed Bath & Beyond is an online furniture and home furnishings retailer in the United States and Canada. The leading ecommerce website sells a broad range of quality, on-trend home products at competitive prices, including furniture, bedding and bath, patio and outdoor, area rugs, tabletop and cookware, décor, storage and organization, small appliances, home improvement, and more. The online shopping site features millions of products that tens of millions of customers visit each month. Beyond regularly posts information about the Company and other related matters on the Newsroom and Investor Relations pages on its website.
Beyond, Bed Bath & Beyond, Welcome Rewards, Overstock and Overstock Government are trademarks of Beyond, 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 future actions of the Company’s Board of Directors and shareholders. 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, filed with the SEC on February 24, 2023, Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 2, 2023, Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on July 31, 2023, Form 10-Q for the quarter ended September 30, 2023, filed with the SEC on October 31, 2023, and in our subsequent filings with the SEC.
Contacts
Investor Relations:
Lavesh Hemnani
ir@beyond.com
Media Relations:
Sarah Factor
pr@beyond.com
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