Overstock.com (OSTK)

No matters were submitted to a vote of security holders during the fourth quarter of 2008.

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No
matters were submitted to a vote of security holders during the fourth quarter
of 2008.

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Our Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 13, 2008.  A total of 18,384,551 shares of common stock, par value $0.0001 per share (the “Common Stock”), were present at the Annual Meeting, either in person or by proxy, representing 80.9% of the votes that all stockholders of the Company are entitled to cast, constituting a quorum.  The matters voted upon at the Annual Meeting by the stockholders consisted of the three proposals set forth in our definitive Proxy Statement dated March 28, 2008.

The first proposal related to the reelection of Allison H. Abraham and Joseph J. Tabacco as Class III directors of Overstock.com, Inc., to serve terms of three (3) years.  Ms. Abraham and Mr. Tabacco were elected with the following votes:

The second proposal was to approve an amendment of the Company’s 2005 Equity Incentive Plan to increase the number of shares available there under by 1,000,000 shares.  This proposal was approved with 13,871,508 shares of the Company’s common stock voting in favor of, 1,243,225 shares voting against, 4,879 shares abstaining, and 3,264,939 broker non-votes.

The third proposal was to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008.  This proposal was approved with 18,344,228 shares of the Company’s common stock that voted at the meeting voting in favor of, 23,575 shares voting against, and 16,748 shares abstaining.

Our Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 13, 2008.  A total of 18,384,551 shares of common stock, par value $0.0001 per share (the “Common Stock”), were present at the Annual Meeting, either in person or by proxy, representing 80.9% of the votes that all stockholders of the Company are entitled to cast, constituting a quorum.  The matters voted upon at the Annual Meeting by the stockholders consisted of the three proposals set forth in our definitive Proxy Statement dated March 28, 2008.

The first proposal related to the reelection of Allison H. Abraham and Joseph J. Tabacco as Class III directors of Overstock.com, Inc., to serve terms of three (3) years.  Ms. Abraham and Mr. Tabacco were elected with the following votes:

The second proposal was to approve an amendment of the Company’s 2005 Equity Incentive Plan to increase the number of shares available there under by 1,000,000 shares.  This proposal was approved with 13,871,508 shares of the Company’s common stock voting in favor of, 1,243,225 shares voting against,  4,879 shares abstaining, and 3,264,939 broker non-votes.

The third proposal was to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008.  This proposal was approved with 18,344,228 shares of the Company’s common stock that voted at the meeting voting in favor of, 23,575 shares voting against, and 16,748 shares abstaining.

Our Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 15, 2007.  A total of 20,435,510 shares of common stock, par value $0.0001 per share (the “Common Stock”), were present at the Annual Meeting, either in person or by proxy, representing 86% of the votes that all stockholders of the Company are entitled to cast, constituting a quorum.  The matters voted upon at the Annual Meeting by the stockholders consisted of the three proposals set forth in our definitive Proxy Statement dated March 30, 2007.

The first proposal related to the election of Jason C. Lindsey as a Class I director of Overstock.com, Inc., to serve a term of three (3) years and hold office until his successor has been elected and qualified or until his earlier resignation or removal.  Mr. Lindsey was elected with the following votes:

The second proposal was to approve an amendment of the Company’s Performance Share Plan to allow the Company to make payments under the Plan in the form of common stock and to quality the plan as a “performance-based” plan for purposes of Section 162(m) of the Internal Revenue Code.  This proposal was approved with 15,795,501 shares of the Company’s common stock voting in favor of, 439,278 shares voting against, and 14,401 shares abstaining.

The third proposal was to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2007.  This proposal was approved with 20,410,967 shares of the Company’s common stock that voted at the meeting voting in favor of, 21,473 shares voting against, and 3,070 shares abstaining from ratification of the appointment of PricewaterhouseCoopers LLP to audit the financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 2007.

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ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters were submitted to a vote of security holders during the fourth quarter of 2007.

EXECUTIVE OFFICERS OF THE REGISTRANT

        The following persons were executive officers of Overstock.com as of March 1, 2008:

        Dr. Patrick M. Byrne has served as our Chief Executive Officer (principal executive officer) and as a Director since October 1999, as Chairman of the Board from February 2001 through October 2005, and since July 2006. From September 1997 to May 1999, Dr. Byrne served as President and Chief Executive

38

Officer of Fechheimer Brothers, Inc., a manufacturer and distributor of uniforms. From 1995 until its sale in September 1999, Dr. Byrne was Chairman, President and Chief Executive Officer of Centricut, LLC, a manufacturer and distributor of industrial torch parts. From 1994 to the present, Dr. Byrne has served as a Manager of the Haverford Group, an investment company and an affiliate of Overstock. Dr. Byrne has a Bachelor of Arts degree in Chinese studies from Dartmouth College, a Master's degree from Cambridge University as a Marshall Scholar, and a Ph.D. in philosophy from Stanford University.

        Mr. Stephen P. Tryon joined Overstock.com in August 2004, and serves as Senior Vice President, Logistics, with primary responsibility for logistics and supervision of the Company's warehouse operations, and most recently, managing the Company's human resources. Prior to joining Overstock.com, Mr. Tryon was the Legislative Assistant to the Chief of Staff of the United States Army. During his 21 years with the Army, his assignments included director of plans for the 10th Mountain Division, Congressional Fellow for United States Senator Max Cleland, Assistant Professor of Philosophy at the United States Military Academy, and commander of a company of paratroopers. Mr.Tryon received a B.S. in Applied Sciences from the U.S. Military Academy in 1983 and a M.A. in Philosophy from Stanford University in 1992.

        Mr. Jonathan E. Johnson III joined Overstock.com in September 2002. He has served as our General Counsel and as our Vice President, Strategic Projects, and currently serves as our Senior Vice President, Corporate Affairs and Legal and as our Secretary. From May 1999 to September 2002, Mr. Johnson held various positions with TenFold Corporation, including positions as General Counsel, Executive Vice President and Chief Financial Officer. From October 1997 to April 1999, Mr. Johnson practiced law in the Los Angeles offices of Milbank, Tweed, Hadley & McCloy and from September 1994 to September 1997, he practiced law in the Los Angeles offices of Graham & James. From February 1994 to August 1994, Mr. Johnson served as a judicial clerk at the Utah Supreme Court for Justice Leonard H. Russon, and prior to that, from August 1993 to January 1994, Mr. Johnson served as a judicial clerk at the Utah Court of Appeals for Justice Russon. Mr. Johnson holds a Bachelor's Degree in Japanese from Brigham Young University, studied for a year at Osaka University of Foreign Studies in Japan, and received his law degree from the J. Reuben Clark, Jr. Law School at Brigham Young University.

        Mr. David K. Chidester currently serves as our Senior Vice President, Finance (our principal financial and accounting officer). Mr. Chidester served as our Controller from August 1999 to August 2003 and as our Acting Chief Financial Officer from August 2003 to January 2004. Prior to joining Overstock.com, Mr. Chidester was with PricewaterhouseCoopers LLP from December 1995 to August 1999. Mr. Chidester holds a Bachelor of Science Degree in Accounting and a Master's Degree in Business Administration, both from the University of Utah.

        Ms. Stormy Simon currently serves as our Senior Vice President, Customer Care and Strategic Marketing. Ms. Simon previously served as our Vice President, BMMG, Travel and Off-Line Advertising, Chief of Staff and as our Director of B2B. Prior to joining Overstock.com in 2001, Ms. Simon worked in the media and travel industries.

        Mr. Sam Peterson currently serves as our Senior Vice President, Technology. Mr. Peterson previously served as the Vice President, Software Development from early 2005, and was appointed as Director, Network and Systems Engineering in 2003. Prior to joining Overstock in 1999, Mr. Peterson was involved in creating several start-up internet ventures, including Fitnesoft, Inc.

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        Mr. Jacob Hawkins currently serves as Senior Vice President, Change Management. Mr. Hawkins has performed various roles across the organization, including business development, marketing, merchandising, technology, and project management. Prior to joining Overstock.com, Mr. Hawkins worked for Professional Marketing International. Mr. Hawkins holds a Bachelor's degree in Business Management from Brigham Young University and a Masters of Business Administration with an emphasis in information systems from the University of Utah.

        There are no family relationships among any of the current officers and directors of the Company.

PART II

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters were submitted to a vote of security holders during the fourth quarter of 2007.

NAME="cm72401_executive_officers_of_the_registrant">


EXECUTIVE OFFICERS OF THE REGISTRANT

        The following persons were executive officers of Overstock.com as of March 1, 2008:

        SIZE=2>Dr. Patrick M. Byrne has served as our Chief Executive Officer (principal executive officer) and as a Director since October 1999,
as Chairman of the Board from February 2001 through October 2005, and since July 2006. From September 1997 to May 1999, Dr. Byrne served as President and Chief Executive

38

Officer
of Fechheimer Brothers, Inc., a manufacturer and distributor of uniforms. From 1995 until its sale in September 1999, Dr. Byrne was Chairman, President and Chief Executive
Officer of Centricut, LLC, a manufacturer and distributor of industrial torch parts. From 1994 to the present, Dr. Byrne has served as a Manager of the Haverford Group, an investment
company and an affiliate of Overstock. Dr. Byrne has a Bachelor of Arts degree in Chinese studies from Dartmouth College, a Master's degree from Cambridge University as a Marshall Scholar, and
a Ph.D. in philosophy from Stanford University.

        SIZE=2>Mr. Stephen P. Tryon joined Overstock.com in August 2004, and serves as Senior Vice President, Logistics, with primary
responsibility for logistics and supervision of the Company's warehouse operations, and most recently, managing the Company's human resources. Prior to joining Overstock.com, Mr. Tryon was the
Legislative Assistant to the Chief of Staff of the United States Army. During his 21 years with the Army, his assignments included director of plans for the 10th Mountain Division,
Congressional Fellow for United States Senator Max Cleland, Assistant Professor of Philosophy at the United States Military Academy, and commander of a company of paratroopers. Mr.Tryon received a
B.S. in Applied Sciences from the U.S. Military Academy in 1983 and a M.A. in Philosophy from Stanford University in 1992.

        SIZE=2>Mr. Jonathan E. Johnson III joined Overstock.com in September 2002. He has served as our General Counsel and as our Vice President,
Strategic Projects, and currently serves as our Senior Vice President, Corporate Affairs and Legal and as our Secretary. From May 1999 to September 2002, Mr. Johnson held various positions with
TenFold Corporation, including positions as General Counsel, Executive Vice President and Chief Financial Officer. From October 1997 to April 1999, Mr. Johnson practiced law in the Los Angeles
offices of Milbank, Tweed, Hadley & McCloy and from September
1994 to September 1997, he practiced law in the Los Angeles offices of Graham & James. From February 1994 to August 1994, Mr. Johnson served as a judicial clerk at the Utah Supreme Court
for Justice Leonard H. Russon, and prior to that, from August 1993 to January 1994, Mr. Johnson served as a judicial clerk at the Utah Court of Appeals for Justice Russon. Mr. Johnson
holds a Bachelor's Degree in Japanese from Brigham Young University, studied for a year at Osaka University of Foreign Studies in Japan, and received his law degree from the J. Reuben Clark, Jr. Law
School at Brigham Young University.

        SIZE=2>Mr. David K. Chidester currently serves as our Senior Vice President, Finance (our principal financial and accounting officer).
Mr. Chidester served as our Controller from August 1999 to August 2003 and as our Acting Chief Financial Officer from August 2003 to January 2004. Prior to joining Overstock.com,
Mr. Chidester was with PricewaterhouseCoopers LLP from December 1995 to August 1999. Mr. Chidester holds a Bachelor of Science Degree in Accounting and a Master's Degree in
Business Administration, both from the University of Utah.

        SIZE=2>Ms. Stormy Simon currently serves as our Senior Vice President, Customer Care and Strategic Marketing. Ms. Simon previously
served as our Vice President, BMMG, Travel and Off-Line Advertising, Chief of Staff and as our Director of B2B. Prior to joining Overstock.com in 2001, Ms. Simon worked in the media
and travel industries.

        SIZE=2>Mr. Sam Peterson currently serves as our Senior Vice President, Technology. Mr. Peterson previously served as the Vice
President, Software Development from early 2005, and was appointed as Director, Network and Systems Engineering in 2003. Prior to joining Overstock in 1999, Mr. Peterson was involved in
creating several start-up internet ventures, including Fitnesoft, Inc.

39

NAME="page_da72401_1_40">

        Mr. Jacob Hawkins currently serves as Senior Vice President, Change Management. Mr. Hawkins has performed various roles
across the organization, including business development, marketing, merchandising, technology, and project management. Prior to joining Overstock.com, Mr. Hawkins worked for Professional
Marketing International. Mr. Hawkins holds a Bachelor's degree in Business Management from Brigham Young University and a Masters of Business Administration with an emphasis in information
systems from the University of Utah.

        There
are no family relationships among any of the current officers and directors of the Company.

NAME="da72401_part_ii">


PART II

Our Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 15, 2007.  A total of 20,435,510 shares of common stock, par value $0.0001 per share (the “Common Stock”), were present at the Annual Meeting, either in person or by proxy, representing 86% of the votes that all stockholders of the Company are entitled to cast, constituting a quorum.  The matters voted upon at the Annual Meeting by the stockholders consisted of the three proposals set forth in our definitive Proxy Statement dated March 30, 2007.

The first proposal related to the election of Jason C. Lindsey as a Class I director of Overstock.com, Inc., to serve a term of three (3) years and hold office until his successor has been elected and qualified or until his earlier resignation or removal.  Mr. Lindsey was elected with the following votes:

The second proposal was to approve an amendment of the Company’s Performance Share Plan to allow the Company to make payments under the Plan in the form of common stock and to quality the plan as a “performance-based” plan for purposes of Section 162(m) of the Internal Revenue Code.  This proposal was approved with 15,795,501 shares of the Company’s common stock voting in favor of, 439,278 shares voting against, and 14,401 shares abstaining.

The third proposal was to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2007.  This proposal was approved with 20,410,967 shares of the Company’s common stock that voted at the meeting voting in favor of, 21,473 shares voting against, and 3,070 shares abstaining from ratification of the appointment of PricewaterhouseCoopers LLP to audit the financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 2007.

48

Our Annual Meeting of Stockholders (the “Annual Meeting”) was held on April 26, 2005. A total of 18,124,706 shares of common stock, par value $0.0001 per share (the “Common Stock”), were present at the Annual Meeting, either in person or by proxy, representing 91% of the votes that all stockholders of the Company are entitled to cast, constituting a quorum. The matters voted upon at the Annual Meeting by the stockholders consisted of the three proposals set forth in our definitive Proxy Statement, dated March 25, 2005.

The first proposal related to the election of Allison H. Abraham as a Class III director of Overstock.com, Inc., to serve a term of three (3) years and hold office until their respective successors have been elected and qualified or until their following nominees for reelection as directors. Ms. Abraham was elected and received, the following votes:

The second proposal was to approve the Company’s 2005 Equity Incentive Plan as described in the Proxy Statement. This proposal was approved with 12,932,697 shares of the Company’s common stock that voted at the meeting voting in favor of, 974,219 shares voting against, 5,903 shares abstaining from voting and 4,211,887 non voting shares.

The third proposal was to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent accountants for the fiscal year ending December 31, 2005. This proposal was approved with 18,062,220 shares of the Company’s common stock that voted at the meeting voting in favor of, 35,864 shares voting against, and 26,622 shares abstaining from ratification of the appointment of PricewaterhouseCoopers LLP to audit the financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 2005.

No matters were submitted to a vote of security holders during the fourth quarter of 2004.

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Our Annual Meeting of Stockholders (the “Annual Meeting”) was held on April 26, 2005.  A total of 18,124,706 shares of common stock, par value $0.0001 per share (the “Common Stock”), were present at the Annual Meeting, either in person or by proxy, representing 91% of the votes that all stockholders of the Company are entitled to cast, constituting a quorum.  The matters voted upon at the Annual Meeting by the stockholders consisted of the three proposals set forth in our definitive Proxy Statement, dated March 25, 2005.

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