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OSTK > SEC Filings for OSTK > Form 8-K on 9-May-2014All Recent SEC Filings

Show all filings for OVERSTOCK.COM, INC

Form 8-K for OVERSTOCK.COM, INC


9-May-2014

Submission of Matters to a Vote of Security Holders


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

(a) The 2014 Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on May 7, 2014. The Annual Meeting was an annual meeting.

(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 III
members of the Board of Directors, to serve for terms of three years ending in
2017, by the following votes:
                                                            Broker
Name                     For       Against or Withheld    Non-Votes
Allison H. Abraham   17,766,808                127,664    3,159,052
Samuel A. Mitchell   17,769,862                124,610    3,159,052
Stormy D. Simon      16,842,701              1,051,771    3,159,052

Proposal No. 2 - Approval of Amendment to our Certificate of Incorporation to
Adopt Delaware as the Exclusive Forum for Certain Legal Actions

The proposal to add a new Article XIII of the Company's Certificate of
Incorporation to provide that, with certain exceptions, a state court located
within the State of Delaware (or, if no state court located within the State of
Delaware has jurisdiction, the federal district court for the District of
Delaware) shall be the exclusive forum for certain legal actions and to renumber
the current Article XIII as Article XIV was approved by the stockholders by the
following vote:
                                        Broker
    For        Against     Abstain    Non-Votes
15,104,884    2,777,089     12,499    3,159,052

Proposal No. 3 - 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, 2014 was
ratified by the stockholders by the following vote:
                                      Broker
    For       Against    Abstain    Non-Votes
20,847,541    140,261     65,722            -

Proposal No. 4 - Approval of the Company's Executive Compensation The proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement for the Annual Meeting pursuant to Item 402 of Regulation S-K was approved by the stockholders by the following vote:

                                      Broker
    For       Against    Abstain    Non-Votes
17,729,175    131,437     33,860    3,159,052


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