NEIGHBORHOOD INTELLIGENCE, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Beyond, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Special Note to Stockholders

On behalf of the Beyond, Inc. Board of Directors and our executive management team, I’m proud to recognize the substantial progress that was made in the last quarter of 2023 to kick-start a strategic business transformation that we believe will set us up for long-term success. Since Beyond, Inc. launched in November 2023, significant progress has been made to lay the foundation for a high growth, differentiated business model with high customer affinity.

Our extreme focus is to build the business quickly and effectively. At the center of this is a high-performing team, led by a group of innovative and talented retail executives. After my recent appointment as Executive Chairman of the Beyond, Inc. Board in February 2024, ecommerce veteran Chandra Holt joined us as the Division Chief Executive Officer, Bed Bath & Beyond, Dave Nielsen was appointed to Division Chief Executive Officer, Overstock, and Adrianne Lee, our Chief Financial Officer, took on an expanded role as Chief Financial & Administrative Officer. I am impressed by Chandra, Dave, and Adrianne’s collective wealth of experience and am excited about the impact their leadership will have on our business.

With the right leaders in place, the team is executing well against our strategic priorities, including expanded customer offerings, heightened operational excellence, and enhanced stockholder value.

In February 2024, we announced that our active customers had returned to year-over-year growth for the first time in three years, with over 700,000 customers added to our customer file. We also announced our plans to launch additional brands that will allow us to reach the end consumer for the things they’re looking to buy at various life stages, including Baby & Beyond, Kids & Beyond, College Living, and others. In March 2024, we announced the acquisition of the intellectual property and other brand assets of Zulily, the flash sale pioneer and ecommerce retailer. As a trusted and well-known name, Zulily complements Beyond’s suite of brands, including our relaunched Overstock brand. There’s a lot of work ahead, but I’m pleased with the continuous achievements that are being made each day.

Our Board continues to support the executive management team through the highest levels of corporate governance, with processes aimed to strengthen our compliance efforts, improve the quality and transparency of our reporting, and maximize long-term stockholder value. As announced in November 2023, we believe it’s imperative that stockholders have the ability to assess each board member’s performance and contributions on an annual basis. As a result, at this annual meeting, we are presenting a management proposal that would declassify the Board. In addition, we have restructured our executive compensation to incentivize company performance and align plans to deliver shareholder value. More details on the proposals to declassify the Board and approve certain performance-based compensation are provided in the accompanying proxy statement.

It's a time of great transition at Beyond – with new brands, new executives, and a new strategic vision that sets the company up for success and sets us apart from the competition. We ended 2023 and began 2024 focused on the commitments we’ve made to our employees, customers, vendor partners, and stockholders, all while connecting consumers with products and services they love. I’m optimistic about the bright future ahead of us and am glad you’re here for the journey. Thank you for the trust you have placed in us. We appreciate your investment in Beyond.

799 W. Coliseum Way

Midvale, Utah 84047

Notice of Annual Meeting of Stockholders

To Be Held at 12:00 p.m. Mountain Time on May 21, 2024

Dear Fellow Stockholders:

We cordially invite you to attend the 2024 Annual Meeting of Stockholders of Beyond, Inc. (the “Company” or “Beyond”) at 12:00 p.m. Mountain Time on May 21, 2024 (the “Annual Meeting”). In order to provide expanded access and enable more of our stockholders to attend and participate, the meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions, and vote online. The meeting can be accessed by visiting https://meetnow.global/M7X9UAS and entering your control number (which can be found on your proxy card or notice of internet availability mailed to you).

At the meeting, stockholders will vote on the following matters:

Stockholders will also consider and act upon any other matter properly coming before the Annual Meeting, or any continuation, postponement, or adjournment of the Annual Meeting.

Following the Annual Meeting, we intend to discuss our business and answer appropriate questions.

Stockholders of record at the close of business on March 25, 2024, are entitled to vote at the meeting and any continuations, postponements, or adjournments. To ensure that your vote is recorded promptly, please submit a proxy as soon as possible, even if you plan to virtually attend the meeting. We encourage you to submit a proxy to have your shares voted at the meeting via the internet or by telephone. If you received a printed set of proxy materials, you also have the option of submitting your proxy by completing, signing, dating, and returning the proxy card that accompanied the printed materials. Submitting your vote prior to the meeting will not affect your right to vote at the meeting if you decide to attend virtually.

We are mailing to some of our stockholders a notice of internet availability of proxy materials instead of a paper copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”). The notice contains instructions on how to access the Proxy Statement and 2023 Form 10-K via the internet. The notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our 2023 Form 10-K and a form of proxy card or voting instruction card, as applicable. Stockholders who do not receive a notice of internet availability of proxy materials will receive a paper copy of the proxy materials by mail. We anticipate that this process will minimize the costs of printing and distributing our proxy materials.

Thank you for being a stockholder. We appreciate your ownership interest in and support of Beyond.

Sincerely,

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 21, 2024.

The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year

ended December 31, 2023 are available at https://investors.beyond.com/financials/annual-reports.

Whether or not you plan to virtually attend the meeting, please submit your proxy via the internet, telephone, or by completing, signing, dating, and returning your Proxy Card in the enclosed prepaid business reply envelope.

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