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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 22, 2023
Date of Report (date of earliest event reported)
Beyond, Inc.
(Exact name of Registrant as specified in its charter)
Delaware000-4185087-0634302
(State or other jurisdiction of(Commission File Number)(I.R.S. Employer
incorporation or organization)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)
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareBYONNew 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 5.02. Departure of Directors or certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 22, 2023, Barbara Messing notified the Board of Directors (the “Board”) of Beyond, Inc. (the “Company”) of her resignation as a director of the Company, effective immediately. Ms. Messing's resignation was for personal reasons and not the result of any dispute or disagreement with the Company or the Company’s Board on any matter relating to the operations, policies, or practices of the Company.

Item 7.01 Regulation FD

As previously disclosed, the Company has initiated a Chief Executive Officer (“CEO”) search process, considering both internal and external candidates. The Company has retained a nationally recognized executive recruiting firm to assist it with the search. Consistent with its historical practice and the practice of the majority of public companies, the Company also expects to appoint the permanent CEO to the Board of Directors of the Company and as a Class I director. For the purpose of clarity, the Company confirms its intention to nominate three directors for election at the 2024 annual meeting of stockholders.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

See the Exhibit index below, which is incorporated herein by reference.

Exhibit No.
Description of Exhibit
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
OVERSTOCK.COM, INC.
By:
/s/ E. Glen Nickle
E. Glen Nickle
Chief Legal Officer
Date:November 24, 2023



2
v3.23.3
Cover Page
Nov. 22, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 22, 2023
Entity Registrant Name Beyond, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 000-41850
Entity Tax Identification Number 87-0634302
Entity Address, Address Line One 799 W. Coliseum Way
Entity Address, City or Town Midvale
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84047
City Area Code 801
Local Phone Number 947-3100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol BYON
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001130713
Amendment Flag false
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