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
Date of report (Date of earliest event reported): November 5, 2023
Beyond, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-41850
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87-0634302
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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799 W. Coliseum Way
Midvale,
Utah
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84047
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(Address of principal executive offices)
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(Zip code)
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(801) 947-3100
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, par value $0.0001 per share
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BYON
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New York Stock Exchange
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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) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2).
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Departure of Jonathan Johnson as Chief Executive Officer
On November 6, 2023, Beyond, Inc. (formerly Overstock.com, Inc., the “Company”) announced that Jonathan Johnson has stepped down as Chief Executive Officer (“CEO”) of the
Company and a member of the Board of Directors (the “Board”) at the request of the Board, effective immediately. The size of the Board will be reduced from nine to eight members, effective immediately.
The Company has entered into a Severance and Release Agreement with Mr. Johnson, pursuant to which Mr. Johnson will receive separation benefits consistent with a
qualifying termination of employment without cause for a Tier 1 participant under the Key Employee Severance Plan, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2023. The
foregoing description of the Severance and Release Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by
reference.
Appointment of David J. Nielsen as Interim Chief Executive Officer
The Company’s current President, David J. Nielsen, age 53, has been appointed Interim Chief Executive Officer of the Company, effective immediately. The responsibilities
of the Chief Executive Officer will be divided between Mr. Nielsen and the Company’s current Chief Financial Officer, Adrianne Lee, age 45. During the interim period, the Board will conduct a comprehensive search process to identify a permanent
CEO.
Mr. Nielsen has served as our President of Retail (now President) since May 2019, and previously served as our Chief Sourcing and Operations Officer from October 2018 to
May 2019, having returned to the Company after serving as the Chief Executive Officer and as a board member of Global Access from July 2015 to October 2018. Mr. Nielsen originally joined the Company in 2009 and previously served as our Senior Vice
President of Business Development, Senior Vice President and General Merchandise Manager and Co-President.
Mr. Nielsen does not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any persons
pursuant to which Mr. Nielsen has been appointed to his position. In addition, there have been no transactions directly or indirectly involving Mr. Nielsen that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
A copy of the Company’s press release announcing the transition in the role of CEO is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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See the Exhibit index below, which is incorporated herein by reference.
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Description
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Severance and Release Agreement, dated November 5, 2023.
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Press Release, dated November 6, 2023.
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104.0
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
| Dated: November 6, 2023 |
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BEYOND, INC.
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By:
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Name:
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E. Glen Nickle |
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Title:
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Chief Legal Officer |