Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On February 17, 2020, Dr. Kamelia Aryafar, PhD, resigned as both a member of
the Board of Directors (the "Board") of Overstock.com, Inc. ("Overstock"), and
as the Executive Vice President and Chief Algorithms & Analytics Officer of
Overstock, effective as of such date.
(d) On February 17, 2020, the Board appointed Dr. Robert Shapiro, PhD, as a
Class II member of the Board. Dr. Shapiro's term began upon his appointment and
will run through Overstock's annual meeting of stockholders in 2022. Dr. Shapiro
is the chairman and founder of Sonecon, LLC, a private firm that advises U.S.
and foreign businesses, governments and non-profit organizations on economic and
security-related matters. Dr. Shapiro is a member of the board of directors of
Medici Ventures, Inc., Overstock's wholly-owned blockchain subsidiary business,
and is also a member of the board of directors of Medici Land Governance, Inc.,
Overstock's indirectly-held majority-owned subsidiary. As a director of
Overstock, Dr. Shapiro will participate in the same compensation program as the
other non-employee members of the Board, as described under "Compensation of
Directors" in Overstock's proxy statement dated March 18, 2019 for its 2019
annual meeting of stockholders. Dr. Shapiro 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 Dr. Shapiro in substantially the
same form as the indemnification agreements entered into by Overstock with each
of its other non-employee directors. Dr. Shapiro 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 February 19, 2020, Overstock issued a press release regarding Dr. Shapiro's
appointment as a member of the Board, and Dr. Aryafar's departure from
Overstock. 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
The following exhibit is furnished with this report:
99.1 Press Release dated February 19, 2020
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