DEF: Beyond Inc. Seeks Stockholder Approval for Director Elections, Auditor Ratification, Executive Pay, and Equity Incentive Plan Amendments

Beyond Inc. is soliciting proxies for its 2025 Annual Meeting of Stockholders, featuring votes on director elections, auditor ratification, executive compensation, and amendments to the equity incentive plan.

Summary

• Beyond Inc. is holding its 2025 Annual Meeting of Stockholders virtually on May 15, 2025.
• Stockholders will vote on the election of seven directors: Marcus A. Lemonis, Joanna C. Burkey, Barclay F. Corbus, William B. Nettles, Jr., Debra G. Perelman, Dr. Robert J. Shapiro, and Joseph J. Tabacco, Jr.
• The meeting will also include a vote to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• An advisory (non-binding) vote on the compensation paid to the company's named executive officers (Say on Pay Vote) is also scheduled.
• Stockholders will consider the approval of an amendment and restatement of the company's Amended and Restated 2005 Equity Incentive Plan.
• The meeting includes a vote on an amendment to the Amended and Restated 2005 Equity Incentive Plan to increase the individual award limits for purposes of the issuance of the awards granted to Marcus A. Lemonis.
• The board of directors has set March 24, 2025, as the record date for the meeting.
• The company had two CEOs during 2024: David J. Nielsen and Chandra R. Holt.
• Effective as of March 10, 2025, Marcus A. Lemonis has served as the company's principal executive officer.

Sentiment

Score: 7

Explanation: The document is primarily factual and procedural, outlining the agenda and proposals for the annual meeting. The tone is professional and informative, with a focus on compliance and governance. The inclusion of information about executive compensation and equity plans suggests a moderate level of optimism about the company's future performance.

Positives

• The Board unanimously recommends that stockholders vote FOR each of the director nominees.
• The Board unanimously recommends that stockholders vote FOR the ratification of KPMG LLP as the company's independent registered public accounting firm for 2025.
• The Board unanimously recommends that stockholders vote FOR the approval, on an advisory (non-binding) basis, of the compensation paid by the Company to our NEOs.
• The Board unanimously recommends a vote FOR approval of Proposal 4Approval of an Amendment and Restatement of the Company's Amended and Restated 2005 Equity Incentive Plan.
• The Board unanimously recommends a vote FOR approval of Proposal 5The approval of an amendment to the Amended and Restated 2005 Equity Incentive Plan to increase the individual award limits for purposes of the issuance of the Contingent Awards.

Negatives

• Revlon filed for bankruptcy in June 2022 and emerged in May 2023.
• The performance shares tied to 2024 revenue performance were forfeited, and none of the stock price-based performance shares have been earned to-date.
• None of the 2,250,000 performance-based, premium-priced stock options granted in 2024 to Marcus Lemonis have been earned to-date.
• Based on actual achievement relative to corporate performance goals, Mr. Nielsen earned $221,710 and Ms. Lee earned $92,653 under the 2024 annual performance-based bonus program, which is significantly below-target.
• Based on our net revenue for 2024, all of the performance shares eligible to vest based on 2024 performance were forfeited.

Risks

• The company's future results could be materially affected by factors impacting the accuracy of forward-looking statements.
• The company's success depends on attracting and retaining talented employees.
• The company's business is subject to various risks, including general business and industry risks, operating risks, business continuity risks, cybersecurity risks, financial risks, and compliance and regulatory risks.

Future Outlook

The company expects the proposed aggregate share reserve under the Restated Plan to provide enough shares to make the remainder of the 2025 awards, the 2026 awards, and likely the annual awards in 2027.

Management Comments

• 'We are pleased to embrace technology which allows for expanded access and improved communication for our stockholders and the Company,'
• 'We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the meeting since our stockholders can participate from any location around the world with internet access.'

Industry Context

The document provides information about Beyond Inc.'s corporate governance, executive compensation, and equity incentive plans, which are common topics in proxy statements for publicly traded companies.

Comparison to Industry Standards

• The document mentions a peer group of 16 publicly traded companies in similar industries, including 1-800-FLOWERS.COM, Inc., La-Z-Boy Incorporated, and Big Lots, Inc.
• The document references FW Cook, an independent compensation consultant, who advises the Compensation Committee on executive and director compensation, which is a common practice among publicly traded companies.
• The document discusses the company's compliance with Section 162(m) of the Code, which limits the deductibility of compensation paid to covered employees, and Section 409A of the Code, which governs nonqualified deferred compensation plans, indicating an awareness of relevant tax regulations.

Management Changes

Corporate Governance

Stakeholder Impact

• The proposals outlined in the proxy statement will impact shareholders through potential changes in the board of directors, executive compensation, and equity incentive plans.
• Employees may be affected by changes to the equity incentive plan, which could impact their compensation and benefits.
• The outcome of the say-on-pay vote could influence future executive compensation arrangements.

Next Steps

• Stockholders are encouraged to submit their proxy votes as soon as possible.
• The company will announce preliminary voting results at the annual meeting.
• The company will file a Form 8-K with the SEC reporting the results within four business days after the date of the meeting.

Key Dates

Keywords

proxy statement, annual meeting, stockholders, directors, executive compensation, equity incentive plan, KPMG, Marcus Lemonis, corporate governance