Summary of OVERSTOCK.COM, INC

Change in Directors or Principal Officers, Submission of Matters to a Vote of

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

(e) On May 3, 2012 the stockholders of Overstock.com, Inc. (the "Company") approved an amendment and restatement of the Overstock.com, Inc. 2005 Equity Incentive Plan (as so amended and restated, the "Plan"). The Company's principal executive officer, principal financial officer, and named executive officers are eligible to participate in the Plan. The description of the terms and conditions of the Plan and the amounts payable to such officers thereunder (which cannot be determined at present) previously disclosed in the Company's definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 21, 2012 is incorporated by reference herein, and a copy of the Plan is filed herewith as exhibit 10.1.

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

(a) The 2012 Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on May 3, 2012.

(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 I
members of the Board of Directors, to serve for terms of three years ending in
2015, by the following votes:



                                                     Broker
Name                   For       Withheld/Abstain   Non-Votes
Patrick M. Byrne    17,112,755            156,066   3,160,368
Barclay F. Corbus   17,105,151            163,670   3,160,368

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, 2012 was
ratified by the stockholders by the following vote:



                                  Broker
   For       Against   Abstain   Non-Votes
20,346,917    67,218    15,054           0

Proposal No. 3 - Vote on the Amendment and Restatement of the Company's 2005
Equity Incentive Plan



A vote was taken on the approval of an amendment and restatement of the
Company's 2005 Equity Incentive Plan.  The amendment and restatement of the 2005
Equity Incentive Plan was approved by the stockholders by the following vote:



                                    Broker
   For        Against    Abstain   Non-Votes
16,150,646   1,113,732     4,443   3,160,368

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
No.                             Exhibit

10.1      2005 Equity Incentive Plan (as amended and restated)

99.1      Press Release issued May 7, 2012