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AGM 2023

May 18, 2023

E. Glen Nickle
Chief Legal Officer and Corporate Secretary, Overstock.com

Hello, welcome to the 2023 annual meeting of stockholders for Overstock.com. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Allison Abraham, Chairwoman of the Board of Directors of Overstock.com. Ms. Abraham, the floor is yours.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Good afternoon. I'm Allison Abraham, Chairwoman of the Board of Directors of Overstock.com. At the request of our CEO, Jonathan Johnson, and the Board of Directors, I will serve as chair of today's meeting. On behalf of the Board of Directors and the management of Overstock.com, I welcome you to the 2023 Annual Meeting of Stockholders of Overstock. We appreciate your attendance at today's virtual meeting. It is now 2:00 P.M. Mountain Time on May 18th, 2023, and in accordance with the notice of the meeting, I call the Annual Meeting of Stockholders to order. I declare the polls open for the matters to be voted on by the company's shareholders at today's virtual meeting. E. Glen Nickle, our Chief Legal Officer and Corporate Secretary, is serving as secretary of this meeting. He will now provide a caution about forward-looking statements that may be made during today's meeting. Glen?

E. Glen Nickle
Chief Legal Officer and Corporate Secretary, Overstock.com

As we share information today to help you better understand our business, it is important to note that we may make statements in the course of this meeting that state our intentions, hopes, beliefs, expectations, or predictions of the future. These and all other statements, except for statements of historical fact, constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Overstock's actual results could differ materially from those projected in any forward-looking statements that may be made. We disclaim any intention or obligation to revise any forward-looking statements except as required by law. Additional information concerning factors that could cause actual results to differ materially from those contemplated by our forward-looking statements is contained in documents we file with the SEC, including but not limited to our most recent reports on Form 10-K, 10-Q, and 8-K.

In particular, please refer to the risk factors described in our Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 24, 2023, in our Form 10-Q for the quarter ended March 31, 2023, which was filed with the SEC on May 2, 2023, and in our subsequent filings with the SEC.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Thank you, Glenn. For those viewing our live virtual meeting today, on the screen is an agenda for the meeting that will follow. As noted in the agenda, we'll provide an opportunity for questions and discussion after the meeting has been formally adjourned. Although we will not address questions until the end of the meeting, we are accepting questions now and encourage you to type your answers in early. You can submit questions through the live virtual portal by clicking on the Q&A icon. I'd like to introduce our Board of Directors. Their pictures are on the screen. As I mentioned, my name is Allison Abraham. I'm the Chairwoman of the Board of Directors and Chairwoman of the Audit Committee. I've been a director since 2002. Joanna Burkey. She is an independent director and has been a director since March of 202 3.

Barclay Corbus, Clay is an independent director. He is Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee. Clay has been a director since 2007. Jonathan Johnson is our current Chief Executive Officer and has been a director since 2013. Barbara Messing is also an independent director. She is a member of the Nominating and Corporate Governance Committee and the Compensation Committee. Barb has been a director since 2020. William Nettles, Jr. William is an independent director, and he's a member of the Audit Committee. He's been a director since 2020. Dr. Robert Shapiro. Rob is an independent director, and he's a member of the Audit Committee. Rob has been a director since 2020. Jos eph Tabacco, Jr. Joe is an independent director.

He's Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. Joe has been a director since 2007. Now I'd like to introduce you to our executive team. Jonathan Johnson, our Chief Executive Officer and member of the Board of Directors. Dave Nielsen, President. Angela Hsu, Chief Marketing Officer. Adrian Lee, Chief Financial Officer. Carter Lee, Chief People Officer. Glenn Nickle, Chief Legal Officer and Corporate Secretary. Brett Mitchell, Acting Chief Merchandising Officer. Carlisha Robinson, Chief Product Officer. Tushon Robinson, Chief Supply Chain Officer, and Joel Wait, Chief Technology Officer. We have a great team of executives in place. With us today, we also have the following: Eric Denning of KPMG, the company's independent auditor. If questions arise during the discussion period our auditor should appropriately address, Mr. Denning will respond.

Douglas Ives, who is an Assistant Vice President of our transfer agent, Computershare, and is serving as the Inspector of Elections. Mr. Ives has taken the oath of Inspector of Elections prior to this meeting. E. Glen Nickle, as Secretary of this meeting, will now provide a report on the mailing of the notice of the meeting and the presence of a quorum. Glenn?

E. Glen Nickle
Chief Legal Officer and Corporate Secretary, Overstock.com

We are holding this meeting pursuant to the notice of the meeting dated March 31, 2023, which was distributed to shareholders On or about March 31, 2023. A copy of an affidavit of distribution will be included with the minutes of this meeting. Shareholders of record at the close of business on March 20, 2023 are entitled to vote at this meeting. A list of registered shareholders entitled to vote has been made available at Overstock's headquarters for more than the past 10 days. We will file all documents concerning the meeting and the notice of the meeting with the records of the meeting. The count of shares present immediately prior to the commencement of the meeting indicated that 33,745,829 shares of the company's shares were present in person or by proxy.

This is about 75% of the total outstanding shares of the company as of the record date, which exceeds the percentage required to establish a quorum.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Thank you, Glenn. I declare a quorum present at this meeting and that this meeting is duly convened. The board of directors thanks all shareholders who returned their proxies. Shareholders who return their proxies authorize the person named in the proxy card to vote on all proposals coming before this meeting. Shareholders are also able to vote their shares during this virtual meeting through the live virtual meeting portal in accordance with the voting instructions we provided in the notice and we sent to our shareholders. We will now turn to the proposals to be voted on. I'd like to call on Joseph Tabacco as Chair of the Nominating and Corporate Governance Committee. Joe?

Joseph Tabacco Jr.
Independent Director, Overstock.com

Yeah, good afternoon. The first matter for shareholder action is proposal number one, the election of Allison H. Abraham and William B. Nettles, Jr. The Nominating and Corporate Governance Committee nominated Alison and William for election as directors of Overstock.com to each serve a term expiring on the date of the 2026 annual meeting of Overstock, or until a successor is duly elected and qualified. The board of directors has endorsed the committee's recommendation, and I am pleased to present the nomination and move for the re-election of the nominees to the board of directors. Is there a second to the motion?

Joanna Burkey
Independent Director, Overstock.com

I second the proposal.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Thank you, Joanna. With no other nominations coming before the shareholders, in accordance with the company's bylaws, I declare the nominations closed. I suggest that those shareholders voting through the online virtual meeting portal vote now. We will count the votes after we've completed all matters on the agenda. The second matter to be submitted to the shareholders for action is proposal number two, the ratification of the appointment of the Audit Committee by the Audit Committee of the Board of Directors, KPMG LLP, as the company's independent registered public accounting firm for the year ending December 31st, 2023. I'd like to call on William Nettles as a member of the Audit Committee for the recommendation of the Audit Committee and the Board of Directors in this regard. William?

William Nettles Jr.
Independent Director and Chair of the Audit Committee, Overstock.com

The Audit Committee has the responsibility for selecting the auditors for the company. The Audit Committee has unanimously selected KPMG LLP as the company's independent registered public accounting firm for 2023. I move for the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for 2023, as described in the proxy statement.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Thank you, William. You've heard the motion. Is there a second?

Robert Shapiro
Independent Director and Member of the Audit Committee, Overstock.com

Yeah, I second the proposal.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Thank you, Rob. I suggest those shareholders voting on the online virtual meeting portal now vote. The third matter to be submitted to the shareholders for action is proposal three, the non-binding advisory vote to approve the compensation paid by the company to its named executive officers for the say on pay vote. I'd like to call on Clay Corbus, the chair of the Compensation Committee, for the recommendation of the Compensation Committee and the board of directors in this regard. Clay?

Barclay Corbus
Independent Director and Chair of the Compensation Committee and Member of the Nominating and Corporate Governance Committee, Overstock.com

Thank you, Allison. The Compensation Committee has responsibility for approving compensation paid by the company to its named executive officers. The Compensation Committee has unanimously approved the compensation paid by the company to its named executive officers, as disclosed in our 2023 Notice of Annual Meeting and Proxy Statement. I move for our shareholders to approve, through a non-binding advisory note, the compensation paid by the company to its named executive officers, as disclosed in our 2023 Notice of Annual Meeting and Proxy Statement.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Thanks, Clay. You've heard the motion. Is there a second?

William Nettles Jr.
Independent Director and Chair of the Audit Committee, Overstock.com

I second the proposal.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Thank you, William. I suggest those shareholders voting in the online virtual meeting portal now vote. The fourth matter to be submitted to the shareholders for action is proposal number four, the non-binding advisory vote on the frequency of future say on pay votes or the say on frequency vote. I'd like to call on Joanna Burkey for the recommendation of the board of directors in this regard. Joanna?

Joanna Burkey
Independent Director, Overstock.com

Thank you, Allison. As Allison mentioned, proposal number four in the proxy statement is usually called the say on frequency vote. Although the vote is not binding, the board will consider the results of the vote in determining how often we should hold future say on pay votes. Shareholders may vote for any of the three alternatives, every year, every two years, or every three years, or they may abstain from voting on the proposal. The board has recommended that shareholders select every year. I move for our shareholders to approve on a non-binding advisory basis the board's recommendation of every year for proposal number four, as described in the proxy statement.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Thanks, Joanna. You've heard the motion. Is there a second?

Joseph Tabacco Jr.
Independent Director, Overstock.com

I second the proposal.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Thanks, Joe. I suggest those shareholders voting on the online virtual meeting portal now vote. The fifth matter to be submitted to the shareholders for action is proposal number five, the approval of an amendment of the company's amended and restated 2005 equity incentives plan to, among other things, increase the number of shares of common stock reserved for issuance by 2,755,000 shares. I'd like to call on Robert Shapiro for the recommendation of the board of directors in this regard. Rob?

Robert Shapiro
Independent Director and Member of the Audit Committee, Overstock.com

Board of directors unanimously approved the amendment to the company's amended and restated 2005 equity incentive plan on March 30, 2023, subject to the further approval of our shareholders at this meeting. I move for our shareholders to approve the amendment to the company's amended and restated 2005 equity incentive plan as described in the proxy statement.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Thank you, Rob. You've heard the motion. Is there a second?

Barclay Corbus
Independent Director and Chair of the Compensation Committee and Member of the Nominating and Corporate Governance Committee, Overstock.com

Yes, there is. I second that proposal.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Thank you, Clay. I suggest those shareholders voting in the online virtual meeting portal now vote. Okay, there being no further voting to be done, I declare the polls closed. I will now ask that the secretary of the meeting report the preliminary results of the voting. Glenn?

E. Glen Nickle
Chief Legal Officer and Corporate Secretary, Overstock.com

The inspector of elections has provided a preliminary tabulation of votes, and based on the preliminary tabulation and reports, we confirm on a preliminary basis as follows. First, the holders of a plurality of the voting shares represented at this meeting have voted for the election of Allison H. Abraham and William B. Nettles, Jr. as named in the proxy statement for director terms expiring on the date of the annual meeting in 2026 or until a successor is duly elected and qualified. Second, the holders of a majority of the voting shares of the company represented at this meeting and voting on the matter with shares voting affirmatively also constitute at least a majority of the required quorum, have voted in favor of the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2023.

Third, the holders of a majority of the voting shares represented at this meeting and voting on the matter, which shares voting affirmatively also constitute at least a majority of the required quorum, have voted through a non-binding advisory vote to approve the compensation paid by the company to its named executive officers, the say on pay vote, as detailed in our proxy statement. Fourth, the choice of every year received the most votes represented at this meeting and voting on the matter on a non-binding advisory basis regarding the frequency of the say on pay votes. The say on frequency vote, as described in the proxy statement.

Fifth, the holders of a majority of the voting shares represented at this meeting and voting on the matter, which shares voting affirmatively also constitute at least a majority of the required quorum, have voted for the amendment to our amended and restated 2005 equity incentive plan to, among other things, increase the number of shares of common stock reserved for issuance by 2,755,000 shares.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Thank you, Glenn. Subject to the final tabulation of the votes, I declare that the shareholders of Overstock.com have duly elected all nominees for director Alison H. Abraham and William B. Nettles, Jr. as named in the proxy statement. I'm pleased to announce that the shareholders have duly ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2023. I'm pleased to announce that the shareholders have, on a non-binding advisory basis, voted to approve the compensation paid by the company to its named executive officers, the say on pay vote, as detailed in our proxy statement. I'm also pleased to announce that the shareholders have, on a non-binding advisory basis, indicated their preference for holding future say on pay votes, the say on frequency vote for every year as described in the proxy statement.

Finally, I'm also pleased to announce that the shareholders have voted to approve the amendment to our amended and restated 2005 equity incentive plan to, among other things, increase the number of shares of common stock reserved for issuance by 2,755,000 shares. On behalf of the board of directors, I thank our shareholders for their support. We will provide final results of the votes in the Form 8-K, which we will file with the SEC within four business days. There being no other official business today, this concludes our 2023 annual meeting of stockholders. I again thank our shareholders who attended the virtual meeting. The meeting is now adjourned. Now we're in the part of our agenda provided for a discussion about the current state of our business as well as a Q&A period at the end.

If you have any questions you would like answered during today's meeting, please type them in. I'm gonna turn our time to our CEO, Jonathan Johnson. Jonathan?

Jonathan Johnson
CEO, Overstock.com

Thank you, Alison. It's great to be with our shareholders today, even if it's only remotely. During 2022, we completed our three-year purposeful, strategic, and transformational journey of becoming a 100% home-only retailer. This transformation coincided with a dynamic shift in consumer spending behavior within the furniture and home furnishings category. As a result, comparing our results to pre-pandemic levels is a better representation of the progress we have made. Between 2019 and 2022, we grew revenue by over 50%, standard gross margin nearly 300 basis points, and adjusted EBITDA margin nearly 500 basis points. Including the recent first quarter 2023 performance, we have delivered 12 consecutive quarters of positive adjusted EBITDA. 2023 is Overstock's first full year as a home-only retailer in our 21 years of being a public company.

We view this year as a period of rebuilding for Overstock. We remain confident in our ability to execute against our plan to turn around top-line performance and recover market share. Let me start with a few recent corporate updates. First, we thank our shareholders for approving the conversion of both our Series A-1 and Series B preferred stock into common stock at last year's annual meeting. We now have a simpler equity capital structure and have eliminated any confusion in the ownership of Overstock. Second, through the end of 2022, we returned $80 million to our shareholders via share repurchases. During 2022, we made a $15 million direct investment in tZERO. In January of 2023, we directly invested $10 million in GrainChain.

We believe that both are promising Medici Ventures portfolio companies, and I encourage all our shareholders to tune in to the Medici Ventures Day virtual event on May 31st, being hosted by Pelion Venture Partners. The event should provide helpful information on the markets in which these companies operate and their business models. Considering these additional direct investments in the Medici portfolio and the share repurchases, we have invested over $100 million, or about 20% of our cash balance since the beginning of 2022, towards value-driving initiatives for our shareholders. Third, as I noted earlier, we completed the transition to 100% furniture and home furnishings retailer during 2022.

Following this, we strategically refreshed our vision of Dream Homes for All to Making Dream Homes Come True to emphasize our purpose and inspire our employees, partners, and customers. With our new vision in place, we created the Get Comfy brand campaign in October last year and partnered with six high-profile home-centric brand ambassadors on social media. Last month, we launched the new phase of our marketing campaign with the Your Home, Your Treasure commercial. This new marketing campaign specifically focuses on Overstock's brand pillar of smart value, meaning quality on-trend products for less. Our smart value brand pillar is a differentiator in the marketplace. Fourth, during 2022, the Overstock leadership team underwent some major changes in the marketing, merchandising, supply chain, and product groups to upgrade our talent and identify and fill gaps in expertise.

As we progress through 2023, these new teams will deploy new and exciting tactics to drive growth. We are confident we have the right people in key positions to lead our growth initiatives. Our strong balance sheet and minimal debt obligation continue to be a highlight and differentiator for Overstock. It not only provides us with the necessary cushion to navigate the current macro and consumer landscape, but also gives us the opportunity to focus on executing against our key growth drivers while being opportunistic about capital deployment. This slide shows our balance sheet highlights as of March 31, 2023. It is important to note that our cash balance sheet increased quarter-over-quarter during Q1, even after directly investing an additional $10 million in GrainChain. We share this key growth drivers flywheel slide regularly.

It highlights our efforts we believe are critical to supporting growth in the short and long term. While these key growth drivers are not new, we are always evolving the underpinning of our drivers to improve performance. As an example, from an assortment standpoint, we increased our SKU count by 20% in the first quarter of 2023. This is on top of doubling our assortment over the last two years through 2022. Our merchandising team continues to identify new opportunities that are helping to close the gap to competition. A good example being our strategic decision to add national branded giftables during Q4 of 2022, the category which outperformed in the quarter. Mobile app adoption has grown rapidly. During 2022, mobile app mix of sales grew around 500 basis points. We will continue to focus efforts to accelerate its growth.

It is our best customer engagement platform, one with better order frequency and higher average order values. We are always working to improve customer retention through our loyalty efforts. In February, we launched an exciting loyalty offering, a new co-branded Mastercard credit card in a partnership with Citi Retail Services, which offers our Club O member points they can redeem at checkout on our website through purchases on qualifying apparel, department store, gas, and other purchases. In essence, this card is an extension of our smart value brand pillar and offering, enabling holders to stretch their dollars further. Improving product findability or how customers browse and engage with product pages on our site is table stakes for any e-commerce retailer. Still, we can improve our search processes and results recommendations to deliver a better experience for customers.

Our product and tech teams are collaborating with leaders in the space to improve our search and web experience in a way that aligns with our asset-light business model. We are making progress on growing our Canadian business. We continue to increase local assortment and market our brand to create awareness. We've also upgraded our leadership team on the Canada project with a focus on expanding our presence in the market. None of these growth drivers is capital or resource intensive. All are aligned with our asset-light business model. All will help us retain and acquire customers, increase order frequency, and gain market share while we continue to be disciplined managers of our balance sheet and income statement. We are confident we have the right strategies in place to grow. We continue to direct our efforts to drive sustainable, profitable market share growth within our financial recipe card targets.

We did not achieve all the elements of this targeted financial model in 2022. Achieving all these metrics continues to remain difficult in 2023. We believe this targeted framework is the right model for our business in the long and even medium term. I'm encouraged by our strong gross margin performance in 2022 and through the first quarter of 2023, even as we navigate through a hyper-competitive landscape. Both the team and I know we must turn around performance. I still firmly believe we can expand our presence in the significant wide space available to us, take market share in the over $400 billion total addressable market while running a profitable business. With that discussion, let's now take some questions. Operator.

Balazs Fejes
President of Global Business and Chief Revenue Officer, EPAM Systems

Thank you. Thank you, Jonathan. We have a question from Michael Schneider. Is tZERO progressing in line with expectations following David Goone's arrival?

Jonathan Johnson
CEO, Overstock.com

Michael, thank you for that question, and I hope you join the May 31 Medici Day that Pelion Ventures is hosting. David Goone will be interviewed and featured on this. The answer to your question is yes. It is progressing as we'd hoped. I think David is coming from ICE, and with ICE's investment in this, is being very thoughtful in how to build the tZERO marketplace. I think he's doing so in a measured and strategic way. I know people would like to hear more about what he's doing, but I applaud David for doing what he's doing and then being able to tell us what he's done rather than promising things he wants to do and then may or may not get there.

The short answer is yes, and I think you'll learn more on Medici Day at the end of this month.

Balazs Fejes
President of Global Business and Chief Revenue Officer, EPAM Systems

Jonathan, I'll hand it over back to you. No further questions. Thank you.

Jonathan Johnson
CEO, Overstock.com

Thanks, Balazs. I wanna thank all of our shareholders for participating, whether it be at a question or just listening in in today's meeting. Even in a tough macro and industry environment, I'm bullish on the Overstock business. I believe our business model is advantageous and resilient within different economic cycles. We are arresting our top line slide. We remain focused on our profitability tenet, allowing us to maintain our strong balance sheet. Thank you for your interest in and ownership of Overstock. Allison.

Allison Abraham
Chairwoman of the Board of Directors, Overstock.com

Thank you, Jonathan. We will now conclude the informal part of our meeting. We again thank our shareholders for attending today's virtual meeting.

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