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AGM 2016

May 10, 2016

Jonathan Johnson
CEO, Overstock.com

All of the board of directors and the management of the company, I welcome you to the 2016 annual meeting of the shareholders of Overstock.com. We appreciate your attendance at today's meeting, those that are attending in person and those that are attending electronically. For the benefit of those present, I note that we're providing a live audio feed of today's meeting for those unable to attend in person. Please note that after the business portion of today's meeting has concluded, our Acting CEO, Mitch Edwards, will give a short speech, which will be followed by a question-and-answer session. And although all the phone lines are in listen-only mode, we'll be taking questions from stockholders that are present here in person during that session. It's now just after 1:00 P.M. on May 10th, 2016.

In accordance with the notice of the meeting, I call to order the annual meeting of the stockholders. I also declare polls open for the matters to be voted on by the company stockholders at today's meeting. As each stockholder enters the meeting today, we provide him or her with an agenda for that meeting. We're going to conduct today's meeting in accordance with the agenda. And as noted on the agenda, we'll provide an opportunity for questions and discussion after the meeting has been formally adjourned. So please reserve your questions for that portion of the meeting. Representatives of Overstock.com and our independent accountant, KPMG LLP, are here with us today. They will have an opportunity to make a statement and will be available to answer appropriate questions. To preserve the order of the meeting, please turn off the sound for cell phones and other electronic devices.

Not quite sure what other electronic devices are. We've had that in there since the date of the pagers. Let me begin by introducing our board of directors and then the corporate officers of the company. As I call their names, I would ask that if they're present, they stand. First, Patrick Byrne. Patrick is the founder, the company's Chief Executive Officer, and has been a director and our CEO since 1999. I'm sure that all of you know that Patrick is out on a medical leave of absence right now, so he's unable to be with us here today. Patrick has asked me to convey his thanks to all of our stockholders for their support for both the company and for him personally, and I'm sure that each of you joined with me and the management team in hoping for Patrick's prompt return to us. Allison Abraham.

Allison chairs the audit committee and is a member of our compensation and nominating and corporate governance committee. Allison's been a director since before we went public in 2002, and although we announced previously that she was resigning from the board, we're delighted that she has made a decision to stay. We're delighted to have her on our board and we're delighted that the things that were keeping her from remaining on the board have improved. Allison, thank you, and we're glad that you're staying. Clay Corbus. Clay chairs the compensation committee and is a member of the audit and nominating and corporate governance committee. Clay's been a Director since 2007. Thank you, Clay. Joe Tabacco. Joe chairs the nominating and corporate governance committee and is a member of the audit and compensation committee. Joe's also been a director since 2007 and is standing for re-election to the board today.

Joe and I also share a birthday. Sam Mitchell. Sam. Sam is a member of the audit committee, the compensation committee, and the nominating and corporate governance committee. He's been a director since 2010. Thank you, Sam. And Kirthi. We'll say his name and his last name only so I don't mispronounce it. Kalyanam. Thank you. I should learn that sooner than later. Kirthi is our most recent addition to the board, having joined us last year. Kirthi brings a wealth of academic and practical experience in retailing, internet, and multi-channel marketing and quantitative marketing. We're delighted he's joined us. And Kirthi is standing for re-election to the board today. Thank you, Kirthi. Stormy Simon. Please stand for us. In addition to being a member of the board, Stormy is our President and has been an employee with Overstock.com since 2001. Stormy was here when I joined there in 2002.

We've been great friends. Prior to her appointment as president, she's managed our marketing and many other aspects of the business. She's been a Director since 2011. Thank you, Stormy. As I mentioned, I'm a member of the board and my name's Jonathan Johnson. I'd also like to briefly introduce our officers and ask each of them to stand and to remain standing while we introduce the other officers. We have fewer officers than we've had in the past, which I think is a good sign, showing that we're filling out our management team and it's great. Patrick is, of course, not with us here today, but Mitch Edwards, if you would stand, is our acting CEO, General Counsel, and Corporate Secretary. The board is very pleased to have Mitch at the helm while Patrick is away. Stormy Simon is our president.

Rob Hughes, Senior Vice President of Finance and Risk Management. Saum Noursalehi is our Chief Revenue Officer. Brian Popelka is our Senior Vice President, Customer and People Care. Carter Lee, Senior Vice President of Technology. J.P. Knab has returned to the company and is Senior Vice President of Digital Marketing. Alex Wilson, Senior Vice President, Product Development and Chief Architect. Natalie. I may say Natalie's name wrong, so. Natalie Malaszenko.

Thank you. Senior Vice President of Marketing. Seth Moore, Vice President of Analytics and OLabs. Debbie Thompson, Vice President of Project Office. Terry Jensen, Vice President of Training and Development. Casey Jorgensen, Acting Vice President of Talent Management. Carol Morrell, Vice President of Logistics and Transportation Care. Mike Skarupa, Vice President of Finance and Controller. Meghan Tuohig, Vice President of Campus Care. Nate Auwerda, Vice President of Technology Operations. Ginger Bauer, Vice President of Voice of the Customer. Linda Carter, Vice President of Customer Care. Amit Goyal, Vice President of Development. Mohan Lal, Vice President of Reporting. Ralph Monda, Vice President of Sourcing and Supplier Care. Damon Peters, Vice President of Business Development. Jean McPhillips, Vice President of Emerging Stores. Raj Karkara, Acting Vice President of Medici. Vikram Raghavan, Acting Vice President of Marketing. Glen Nickle, Vice President of Legal. And Joe Kovach, Vice President of Analytics.

It's been my pleasure to work with many members of this management team for years. Some are newer and I haven't worked with them, but I'll tell you this. I think we have a fantastic management team that's doing a great job. So you may be seated. Thank you. And for any whose names I slaughtered at some level, I apologize. Also present today are Greg Randall. Please stand. Kevin Johansen and Josh Gertz of KPMG LLP, the company's independent auditors. Thank you. If questions arise during today's meeting or during the question and answer discussion period that our auditors should appropriately address, I'm sure they'll be glad to respond. Our treasurer, Mark Harden, is also here today and he's assisting us in the tabulation of proxies and ballots as well as serving as the inspector of elections. It's a great title, Mark. Inspector of elections. Mr.

Harden has taken the oath of Inspector of Elections prior to this meeting. Our Associate General Counsel, Tana Bryan, is serving as Secretary of the meeting today and she will now provide a caution about forward-looking statements that may be made during today's meeting and will then provide a report on the mailing of the notice of this meeting and the presence of a quorum. Tana?

Tana Bryan
Associate General Counsel, 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.com's actual results are materially different from those projected in any forward-looking statements that may be made. We disclaim any intention or obligation to revise any forward-looking statements. 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-Q for the quarter ended March 31, 2016, which we filed May 5th, 2016. We are holding this meeting to submit the notice of the meeting dated March 14, 2016, which was distributed to stockholders on or about March 17, 2016. A copy of an affidavit of distribution will be included with the minutes of the meeting. All stockholders of record at the close of business on March 14, 2016, are entitled to vote at the hearing. A list of stockholders entitled to vote has been available at Overstock.com's headquarters for more than the past 10 days and is available at the hearing for examination by any stockholder. We will file documents concerning the call and 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 20,881,631 shares of the company's voting shares were present in person or by proxy. This is about 82.56% of the total outstanding voting shares of the company as of the record date, which exceeds the percentage required to establish a quorum.

Jonathan Johnson
CEO, Overstock.com

Thank you, Tana. Taking it out to two decimal points shows exactly how precise we're trying to be today. I declare a quorum present at this meeting, and this meeting is duly convened. The board of directors thanks all of our stockholders who returned their proxies. Stockholders who returned their proxies authorize the persons named in the proxy card to vote on all propositions coming before the stockholders at today's meeting. Those of you who requested ballots so that you could vote individually today at the meeting received them as you entered the meeting today. Ballots are also available at the table where registration took place. However, we encourage all stockholders to allow their proxies to stand. The first matter of stockholder action is the election of two directors to serve until the 2019 annual meeting. I now recogni`ze Clay Corbus, a member of the nominating and corporate governance committee.

Clay Corbus
Director, Overstock.com

Thank you, Jonathan. You're very helpful. The nominating and corporate governance committee has nominated Kirthi Kalyanam and Joseph Tabacco for re-election as directors of Overstock.com. The circle returns to prior entries on the 2019 annual meeting of Overstock.com or until the successor is newly elected to be qualified. The board has endorsed the committee's recommendation that an at least present the nominations and move to re-election of the two nominees to the board of directors.

Jonathan Johnson
CEO, Overstock.com

Thank you, Clay. You have heard the motion. Is there a second?

Sam Mitchell
Director, Overstock.com

Seconded.

Jonathan Johnson
CEO, Overstock.com

Thank you, Sam. With no other nominations having been submitted in accordance with the company's bylaws, I declare the nominations closed. I suggest that those stockholders voting in person now mark their ballots and retain them. We will collect and count the ballots after we've completed all matters on the agenda. The second matter to be submitted to stockholders for action is 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, 2016. I would like to call upon Allison Abraham, chairwoman of the audit committee, for the recommendation of the audit committee and the board of directors in this regard.

Allison Abraham
Chairwoman 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 2016. I move the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for 2016 as described in the proxy statement.

Jonathan Johnson
CEO, Overstock.com

Thank you, Allison. You have heard the motion. Is there a second?

Joe Tabacco
Director, Overstock.com

I'll second that.

Jonathan Johnson
CEO, Overstock.com

Thank you, Joe. I suggest those stockholders voting in person now mark their ballot. That being the final matter for action by the stockholders, we will now collect and count the ballots. Please stand if you would like to submit your ballot. One of our ushers will collect it for you. Okay. The polls are now closed. The secretary of the meeting will report the preliminary results of the voting. Tana?

Tana Bryan
Associate General Counsel, Overstock.com

The inspector of elections has counted the ballots and proxies and confirms on a preliminary basis as follows. First, the holders of a plurality of the voting shares representing at this meeting have voted for the election of each of the directors named in the proxy statement, Kirthi Kalyanam and Joseph Tabacco for terms expiring on the date of the annual meeting in 2019 or until their respective successors are 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 votes in favor of the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2016.

Jonathan Johnson
CEO, Overstock.com

Thank you, Tan. I declare that the stockholders of Overstock.com have duly elected the nominees for directors named in the proxy statement, Kirthi Kalyanam and Joseph Tabacco. On behalf of the entire board, I would like to thank the stockholders for their support. We, as the board, work for you and it is a privilege to do so. I'm also pleased to announce that the stockholders have duly ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2016. We'll provide final results of the votes in a Form 8-K, which we will file with the Securities and Exchange Commission within four business days. There being no other official business, this concludes the 2016 annual meeting of stockholders. I again thank our stockholders who attended the meeting in person for being here. The meeting is now adjourned.

But now, before we go to the Q&A portion of today's agenda, we will have a few words from Overstock's acting CEO, Mitch Edwards. Additionally, I know that some of our board members have tight schedules and need to catch flights. So if they are exiting, Mitch, it is not a commentary on your few words or if they leave during the Q&A on any of the questions and answers. Mitch?

Mitch Edwards
Acting CEO, Overstock.com

Thank you. Thank you, Jonathan. I have a very long speech that I would like to give. No, I will just say a couple of words, and I wanted to thank the board of directors for all the attention they've given and for their dedication and the efforts that they've made, and honored to serve at their direction, and we have an outstanding board from a variety of industries and many, many years of deep experience, and it's an honor to work with you.

I wanted to say thank you to the management team for a great quarter, for a great year, and more particularly for, I think, the new enthusiasm and some of the excitement that we feel with Peace Coliseum and some of the new initiatives that we have, our new trusted partner marketplace that has just launched, our global initiatives, signing onto websites around the world, selling our products around the world, bringing new assortment and products onto our site. There seems to be some real excitement about the business amongst the management team. Honored to work with everybody. Again, an amazing management team. Patrick Byrne won CEO of the Year by Utah Business here. Stormy gets an award every week for something. She won the Top Innovator from the Women's Tech Council.

She was a really big deal with the Power Player Award she got from the National Retail Federation, which is a really big deal. It's the largest organization of retailers in the world, and at a big gala in New York City, she was awarded this Power Player, which is their top award. It's an honor to work with people like that. Thank you to the shareholders, those here, those who are not here, for your continued support and investment in us, and I'm really excited about what's coming up. We all move into Peace Coliseum in Q3 of this year. We'll get all of our employees under one roof instead of spread out throughout the Salt Lake Valley. Really excited about the international expansion. Excited about the opportunities that I think we have as one of the great American brands. We are a household name.

We have committed to reinvest in our brand and our brand recognition. We think there's a whole new generation of millennials out there who don't know who we are, and we're about to tell them who we are, and we think that we can convert a whole new generation to what has been a 15-year American success story, and proud to be at the helm for however long I am here. Looking forward to Patrick recovering and coming back, but in the interim, we'll give it our all. Thank you.

Jonathan Johnson
CEO, Overstock.com

Thank you, Mitch. That was great. We've now come to the part of the agenda for general questions and discussion, and before I turn to Mitch to answer questions or for him to designate someone else to answer questions, let me outline the procedures for questions during the discussion period. Anyone wishing to address the meeting should arise. After recognition by either Mitch or me, please state your name and indicate whether you are a stockholder or a proxy for a stockholder and proceed with your question. We ask that you try to keep your question to one minute so we can allow as many people as possible to ask questions. Please remember that we are webcasting today's meeting, so for the benefit of stockholders and others who are listening to the webcast, we ask you refrain from asking your question until you have the microphone.

Please be seated once you've asked the question. So, Mitch, I will turn it to you and to our stockholders if there are any questions.

Mitch Edwards
Acting CEO, Overstock.com

Are there any questions? Oh, come on. No questions? All these microphones shouldn't go to waste. I've never seen so many microphones. Mr. Chairman, I don't think they have any questions.

Jonathan Johnson
CEO, Overstock.com

Always like a short meeting. Okay. That concludes the informal portion of our meeting. Informal it was. We thank all of our shareholders, both those that are present and those that are participating, and those who voted by proxy. We also thank shareholders that couldn't listen to those that participated in a live audio feed. We appreciate your confidence in us, and that will end our meeting. Thank you very much.

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