Hello, and Welcome to the 2022 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.
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 the chair of today's meeting. On behalf of the board of directors and the management of Overstock, I Welcome you to the 2022 Annual Meeting of Stockholders of Overstock.com, Inc. We appreciate your attendance at today's virtual meeting. It is now 1:00 P.M. Mountain Time on May 12, 2022, and in accordance with the notice of the meeting, I call the annual meeting of our stockholders to order, and I declare the polls open for the matters to be voted on today by the company shareholders at this virtual meeting. 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. Glenn.
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.com'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 the factors that could cause actual results to differ materially from those contemplated by our forward-looking statements is contained in the documents we file with the SEC, including but not limited to our most recent reports on Form 10-K, Form 10-Q, and Form 8-K.
In particular, please refer to the risk factors described in our Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission on February 25, 2022, in our Form 10-Q for the quarter ended March 31, 2022, which was filed with the Securities and Exchange Commission on May 4, 2022, and in our subsequent filings with the Securities and Exchange Commission.
Thank you, Glenn. For those viewing our live virtual meeting today, on the screen is an agenda for the meeting that we will follow. As noted in the agenda, we will 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 them now and encourage you to type your questions in early. You can submit questions through the live virtual portal by clicking on the message icon. Now I'd like to introduce you to 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. Barclay Corbus. Clay is an independent director.
He's the Chair of the Compensation Committee, a member of the Nominating and Corporate Governance Committee. Barclay Corbus has been a director since 2007. Jonathan Johnson is our Chief Executive Officer and has been a director since 2013. Barbara Messing. She joined us as an independent director. She's a member of the Nominating and Corporate Governance Committee and the Compensation Committee. Barb has been a director since 2020. William B. Nettles, Jr. He is an independent director and a member of the Audit Committee. William has been a director since 2020. Dr. Robert J. Shapiro. Rob is an independent director, and he's a member of the Audit Committee. Rob has also been a director since 2020. Finally, Joseph J. Tabacco Jr. Joe is an independent director. He's Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee.
Joseph Tabacco has been a director since 2007. Now I'd like to introduce you to our executive team. First, Jonathan Johnson, our Chief Executive Officer and a member of the Board of Directors. Dave Nielsen, President. Mark Baker, Chief Product Officer. Krista Dalton, Chief Merchandising Officer. Angela Hsu, Chief Marketing Officer. Adrianne Lee, Chief Financial Officer. Carter Lee, Chief Administrative Officer. E. Glen Nickle, Chief Legal Officer and our Corporate Secretary. Tushon Robinson, Chief Supply Chain Officer. Megan Tuite, Chief People Officer. And finally, Joel Waite, Chief Technology Officer. We have an excellent team of executives in place. Also with us today, we have the following. Eric Denning of KPMG, who is our company's independent auditor. If any questions arise during the discussion period where the auditor would be appropriate to address, Mr. Denning will respond.
As well Douglas Ives, who is the Assistant Vice President of our transfer agent, Computershare, is serving as the Inspector of Elections. Mr. Ives has taken the oaths of Inspector of Elections prior to this meeting. Glenn Nickle, as Secretary of this meeting, will now provide a report on the mailing of the notice of this meeting and the presence of a quorum. Glenn?
We are holding this meeting pursuant to the notice of the meeting dated March 23, 2022, which was distributed to shareholders on or about March 31, 2022. A copy of an affidavit of distribution will be included with the minutes of this meeting. All shareholders of record at the close of business on March 14, 2022 are entitled to vote at this meeting. A list of shareholders entitled to vote has been made available at Overstock's headquarters for more than the past 10 days and is available at this meeting for examination by any shareholder through the online virtual meeting portal. 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 37,739,244 shares of the company's voting shares were present in person or by proxy. This is about 79.14% of the total outstanding voting shares of the company as of the record date, which exceeds the percentage required to establish a quorum.
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 return their proxies. Shareholders who return their proxies authorize the persons in the name in the proxy card to vote on all proposals coming for this meeting. Shareholders are also able to vote their shares during this virtual meeting through the live virtual meeting portal in accordance with our voting instructions that were provided in the notice we sent to shareholders. We will now turn to the proposals to be voted on. I'd like to call on Barclay Corbus, a member of the Nominating and Corporate Governance Committee. Barclay?
Thank you, Allison. The first matter for shareholder action is proposal number one, the election of Joseph J. Tabacco Jr., Dr. Robert J. Shapiro, and Barbara H. Messing. The Nominating and Corporate Governance Committee, with Joseph Tabacco and Barbara Messing abstaining, nominated Joseph J. Tabacco Jr., Dr. Robert J. Shapiro, and Barbara H. Messing for election as directors of Overstock.com to each serve a term expiring on the date of the 2025 annual meeting of Overstock.com or until a successor is duly elected and qualified. The board of directors have 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?
This is William Nettles. I second the proposal.
Thank you, William. 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 now vote. 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 by the Audit Committee of the board of directors of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31st, 2022. I'd like to call on Robert Shapiro as a member of the Audit Committee for the recommendation of the Audit Committee and the board of directors in this regard.
Thank you, Allison. 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 2022. I move for the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for 2022 as described in the proxy statement.
Thank you, Rob. You've heard the motion. Is there a second?
Yes, this is Joseph Tabacco. I second the proposal.
Thank you, Joe. 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 number three, the approval of the Series A-1 Preferred proposal. I'd like to call on Barbara Messing for the recommendation of the board of directors in this regard. Barb?
Our board of directors unanimously approved the Series A-1 Preferred proposal on March 3rd, 2022, subject to the further approval of our stockholders at this meeting. I move for our shareholders to approve the Series A-1 Preferred proposal as described in the proxy statement.
Thank you, Barb. You've heard the motion. Is there a second?
This is Barclay Corbus. I second the proposal.
Thank you, Barclay Corbus. I suggest those shareholders voting on the online virtual meeting portal now vote. The fourth matter to be submitted to the shareholders for action is proposal number four, the approval of the Series B Preferred proposal. I'd like to call on William B. Nettles, Jr. for the recommendation of the board of directors in this regard. William B. Nettles, Jr.?
Thank you. Our board of directors unanimously approved the Series B Preferred proposal on March third, 2022, subject to the further approval of our stockholders at this meeting. I move for our shareholders to approve the Series B Preferred proposal as described in the proxy statement.
Thank you, William. You've heard the motion. Is there a second?
This is Rob Shapiro, and I second the proposal.
Thank you, Rob. I suggest those shareholders voting on the online virtual meeting portal now vote. The fifth matter to be submitted to shareholders for action is proposal number five, the approval of the adjournment proposal. I'd like to call on Joe Tabacco for the recommendation of the board of directors in this regard. Joe?
Our board of directors unanimously approved the adjournment proposal on March 3rd, 2022 , subject to the further approval of our stockholders at this meeting. I move for the shareholders to approve the adjournment proposal as described in the proxy statement.
Thank you, Joe. You've heard the motion. Is there a second?
This is Barb Messing, and I second the proposal.
Thank you, Barb. I suggest those shareholders voting on 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?
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 Joseph J. Tabacco Jr., Dr. Robert J. Shapiro, and Barbara H. Messing, as named in the proxy statement, for terms expiring on the date of the annual meeting in 2025 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, which 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, 2022. Third, the holders of a majority of the outstanding voting shares voting as a class, the holders of a majority of the Series A-1 preferred stock voting as a class, and the holders of a majority of the Series A-1 preferred stock and Series B preferred stock voting together as a class, have voted for the approval of the Series A-1 preferred proposal.
Fourth, the holders of a majority of the outstanding voting shares voting as a class, the holders of a majority of the outstanding Series B preferred stock voting as a class, and the holders of a majority of the Series A-1 preferred stock and Series B preferred stock voting together as a class have voted for the approval of the Series B preferred proposal. Fifth, the holders of a majority of the voting shares represented at this meeting have voted for the approval of the adjournment proposal.
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. Joseph J. Tabacco Jr., Dr. Robert J. Shapiro, and Barbara H. Messing, 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, 2022. I'm also pleased to announce that the shareholders have voted to approve the Series A-1 preferred proposal. I'm also pleased to announce that the shareholders have voted to approve the Series B preferred proposal. Finally, I'm pleased to announce that the shareholders have voted to approve the adjournment proposal. On behalf of the entire board of directors, I thank our shareholders for their support.
We will provide final results of the votes in a Form 8-K, which we will file with the SEC within four business days. There being no other official business, this concludes the 2022 annual meeting of our shareholders. I thank you for attending our virtual meeting. This meeting is now adjourned. Now we come to the agenda providing for discussion about our state of the business as well as question-and-answer period. If you have any questions, you would like answered during today's meeting, please type them in. I'm now gonna turn the meeting over to our CEO, Jonathan Johnson. Jonathan?
Thank you. Thank you, Alison. It's great to be with our shareholders today. Overstock in 2021 delivered another year of market share growth while continuing to showcase our commitment to profitability. We are proving we can adjust to, execute through, and take advantage of both positive and negative jolts to the market while still delivering on profitability. Our balance sheet is strong, giving us an opportunity to be strategic around the use of cash while also providing some flexibility to navigate the uncertain macro environment we are in. Let me start with a few recent corporate updates highlighted on slide nine. At the end of 2021, we launched dedicated pages on our website outlining our current ESG efforts and targeted goals, reaffirming our Overstock value to do good. We have an ESG team in place comprised of many talented people across several departments.
I'm proud of our community efforts during the year, including our work with Afghan refugees, Mercy Housing, and the American Red Cross. We expanded our $100 million share repurchase program to include the ability to repurchase preferred shares in addition to common shares. During the first quarter of 2022, we repurchased approximately $25 million worth of equity, consisting of predominantly common shares, but also including some Series A-1 preferred shares. We continue to be opportunistic while executing future share repurchases. In early 2022, Overstock officially kicked off its future of remote work and re-entry design, or FORWARD plan, that was announced in November 2021. As part of this plan, we held a two-day homecoming event that was attended by almost all our employees.
We view the event as the beginning of a new and bright chapter for Overstock. The FORWARD plan's design has allowed us to expand the geographic locations from which we are able to recruit employees, and we are already benefiting from access to deep and diverse talent pools across the country to help drive long-term growth for Overstock. Looking at slide 10, you can see that Overstock maintained its number four ranking in the large and growing U.S. online furniture and home furnishings market. As we continue to execute on our home focus strategy, our goal is to gain market share and move up the ranks. Let me note three things regarding the industry. One, it is growing.
New estimates from our third-party sources now place the total addressable market at roughly $390 billion, up 20% from the prior $325 billion estimate last year. That's just in the United States. Second, consumers have migrated to purchasing furniture online, and that is sticking. In fact, it is expected to grow further. Market data shows online penetration of the category settled at 30% at the end of 2021, above the record growth in 2020. I believe this shift in consumer behavior will continue to grow. Consumers have become accustomed to buying home furnishings online. This is also supported by third-party sources that forecast online penetration to grow to around 33% by the end of 2022.
Third, on the housing front, home price appreciation continued during 2021, and prices continue to increase thus far in 2022. This should continue to drive spend in the category as customers invest in home remodeling and renovation projects. We see this as a positive offset to the impact from a slowdown in home sales. As we look forward, we don't think it's a question of whether consumers will continue to buy furniture and home furnishings online. We think it's a question of whether they'll continue to buy furniture and home furnishings. We think it's a question of where, online or in store. We think over time, consumers will increasingly opt for the selection, value, and convenience of buying online. Our home-focused strategy is making us more relevant for the customer.
With the current macro backdrop and high inflation, Overstock's smart value proposition, which I will discuss in further detail shortly, should be a competitive advantage in the marketplace. On slide 11, you can see that we have strategically and purposefully differentiated ourselves from our competitors to attract our target customers and capture market share. We're not trying to be all things to all people. Instead, we offer a value proposition that resonates with a particular subset of the market. This differentiation is twofold. First, we specialize in furniture and home furnishings. We are not a mass merchandiser, and we are increasingly leaning into home. We are on track to become 100% home furnishings and home furniture retailer by the end of the second quarter of 2022. Second, we focus on providing smart value, which means offering quality and style at great prices.
Importantly, we are not an everyday low price leader. Our model is promotionally driven because it resonates with our target customers. Our goal is to win on price post-promotion. These differentiators place us in our own unique quadrant within the competitive landscape. While you see one other player is in our quadrant, that player does not focus on the same customer segments, offer the same quality of goods for the price, nor focus on being a pure play online retailer. There is a lot of white space in our quadrant, and that white space is ours. Slide 12 shows the two customer segments that naturally have the highest propensity to shop with Overstock. They are who we focus on serving. These two segments represent 40% or approximately $156 billion of the large and growing home furnishings market.
Our primary customer segment, the savvy shopper. She loves a deal. She wants to feel like she's winning. Our promotional model is critically important to her. In fact, in the current macro environment, we believe more and more customers will turn into savvy shoppers as they look for a deal while their wallets are stretched. This plays right into our strengths. Our second segment, the reluctant refresher, wants an easy and hassle-free experience. Our brand pillars of product findability and easy delivery and support are critically important to her. We continue to focus on improving the customer experience for these two segments and refining our target, our targeting and retention efforts. Overstock's mantra is sustainable, profitable, market share growth. Growth is a key component of our business, one on which we spend a significant amount of time strategizing.
Slide 13 includes several key drivers that we feel are critical to support continued growth. I will comment on these drivers, focusing at the end on our Canada expansion efforts, which we have highlighted as our key focus area for 2022. There continues to be a big opportunity to increase Overstock's brand association with home. Our focus strategy on being recognized and attracting new and under-penetrated partners who want to work with us. We have increased and will continue to increase the breadth and depth of our home SKU assortment. This should help Overstock enhance its relevancy for the core home customer, providing an avenue to drive further market share gains. The merchandising team is significantly improving how we manage categories. This is something we have needed to do, and we are making good progress.
Growing mobile app adoption is a key focus area that helps us market more effectively and improve customer retention. The app is underpinning our successful event-driven strategies that you'll again see this coming Memorial Day. Repeat customers continue to account for a large share of our revenue mix, and we are looking at ways to increase customer retention even further. From a loyalty standpoint, Club O membership continues to perform at its highest levels in our history. We continue to pursue efforts to optimize our marketing spend by channel and grow the Overstock brand. Our new Chief Marketing Officer, Angela Hsu, is leading this effort. Our efforts to improve our website are ongoing. Product findability and easy navigation improvements continue and make a notable difference for our customers. Canada is a key focus area for 2022.
We remain big believers in the Canadian market and see large long-term opportunities for market share growth in the region. Our goal for Canada is to grow to 10% of our U.S. revenue over the next several years. During 2022, however, we do not expect our Canadian business to meaningfully contribute to our stated financial targets as we carefully develop it to scale effectively and to serve as the template for future international expansion opportunities. The team is focused on improving the Canadian customer experience by increasing local availability of assortment and improving price competitiveness to improve the end-to-end customer journey and increase conversion. Marketing is focused on bringing additional traffic to the website and showing our unique brand pillars. These efforts are positioning Overstock for long-term success in the Canadian market.
We believe we are well-positioned with a great business model and many levers to pull to continue to gain market share and to do so profitably. Overstock is well positioned for continued growth. As slide 14 shows, our targets for 2022 and beyond remain unchanged. We expect to drive top-line growth outpacing the market under various macro scenarios. This will be driven by our technology, our customer focus, and our business model. We continue to target gross margins in the 22% range. We have remained at those levels or better over the last nine quarters. You can expect us to continue to exercise discipline on our operational spending. We continue to focus on making sure expenses grow slower than revenue, driving operating leverage. This ultimately helps us deliver adjusted EBITDA margins in the mid-single digits.
We have now delivered on this financial outlook for two years in a row. As anyone who has ever listened to one of our earnings calls or participated in any of the many investor events we hold knows, our mantra is sustainable, profitable, market share growth. I'm sometimes asked, one, why this mantra? Two, what gives me confidence in our ability to achieve it? Let me answer those questions and then provide some commentary on our forward-looking trajectory. First, is sustainable profitable market share growth the right goal? Without question, yes. It's important to grow market share. Anything else is shrinking. Growth begets growth, and size has its advantages. It's equally important to be profitable. It's the sustainable way to grow.
As far as timing goes, now is the opportune time to be focused on market share growth as we are still in a secular shift in consumer behavior to the online home furnishing purchases. Two, what is our confidence level in achieving this? High, both for the short and long term. We believe the structural changes and improvements we made over the last two years, and that we continue to make, have helped us take advantage of market inflections and have supported relatively strong customer metrics. We have various proof points that show our home-focused strategy is working and resonating with our customers. In fact, some of the home-related metrics we shared in our recent earnings call validate just that. We will remain focused, disciplined, and committed to delivering on our long-term plan.
Results from these efforts and our home-focused strategy will become even more apparent over time. I'll briefly recap before we move to questions and answers. We are doing what we told you we would do. In 2021, we delivered another profitable year of profitable market share growth. In our recently completed quarter, we demonstrated our unwavering commitment to profitability while navigating a challenging revenue environment. We delivered adjusted EBITDA margins in line with our stated targets for the eighth quarter in a row. We returned cash to our shareholders through share repurchases and maintained a strong balance sheet. We are focused on executing on the right strategic growth drivers, those we believe will have the most positive impact on our business. We have talented leadership across each area of the business that is fully empowered to drive long-term growth for Overstock.
In 2021, we deconsolidated our Medici Ventures portfolio and handed active management to Pelion Venture Partners. This is delivering the expected results, and the recent developments at tZERO prove just that. We still have lots of opportunity to improve. This includes further leaning into home and increasing the Overstock brand association with home, improving customer engagement while optimizing our marketing spend, and growing Canada market share. Additionally, Pelion recently provided our shareholders an opportunity to learn more about the Medici Ventures blockchain portfolio through the Medici Ventures Day it hosted two years ago. To sum up, market share growth done profitably remains our key objective. We remain optimistic and are confident we will continue to deliver sustainable, profitable market share growth while navigating through positive and negative jolts in the market and consumer behavior. With that, let's take some questions.
Thank you, Jonathan. We have no questions in the queue at this time.
Well, Les, thanks for letting me know that. Should we wait a minute or shall we prepare to sign off?
Sure. Maybe 30 seconds, and then we can prepare to sign off.
Great. Well, Les, if there is nothing, I will.
Nothing at this point, Jonathan. Thank you.
Thank you. I wanna just thank our shareholders listening in today's meeting and let them know I like our business. Our strategy is aimed at increasing Overstock's brand association with home. I believe our business model is advantageous and resilient within economic cycles, especially with the foundational operational improvements we have made and we continue to make. We have a strong balance sheet with little debt. We have dry powder for strategic opportunities. I believe we are in a favorable position to deliver market share growth and profits to the bottom line regardless of macro headwinds. I thank our shareholders for entrusting us with their capital, and I thank them for their interest and ownership in Overstock. Allison?
Thank you, Jonathan. We will now conclude the informal part of our meeting. We again thank our shareholders for attending today's virtual meeting.
This concludes the meeting. You may now disconnect and have a pleasant day.