Proposals Requiring Your Vote

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Proposals Requiring Your Vote

Proposal 1 — Election of Directors

Proposal Snapshot

What is being voted on. Election of 12 directors named in this Proxy Statement to our Board to hold office until our 2018 Annual Meeting of Stockholders. Board recommendation. The Board recommends a vote FOR each of the named nominees.

Board recommendation. The Board recommends a vote FOR each of the named nominees.

At the Annual Meeting, 12 directors will be elected to serve for a one-year term until our 2018 Annual Meeting and until their successors are elected and qualified.

Our Board is currently composed of 12 members, 10 of whom are currently independent directors under the listing standards of The NASDAQ Stock Market.

The term of office of each of the nominees standing for election at the Annual Meeting expires at the upcoming Annual Meeting. All of the nominees are currently members of the Board and each of the nominees has been elected previously by the stockholders except Logan D. Green, who joined the Board in June 2016. Mr. Green was recommended as a nominee by the Chair of our Corporate Governance and Nominating Committee and our CEO. Each of the nominees has consented to serving as a nominee and being named as a nominee in this Proxy Statement and to serving as a director if elected. If elected at the Annual Meeting, each of the nominees will serve a one-year term until our 2018 Annual Meeting and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal.

Majority Vote Standard for Election of Directors. Our Bylaws provide that in the event of an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director—i.e., the numbers of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. “ABSTAIN” votes will be counted as present for purposes of this vote but are not counted as votes cast. Broker non-votes will not be counted as present and are not entitled to vote on the proposal. As a result, abstentions and broker non-votes will have no effect on the vote for this proposal.

Director Resignation Policy for Uncontested Elections. If a nominee who is serving as a director (an “Incumbent Director”) fails to receive the required number of votes for re-election in accordance with our Bylaws in an uncontested election, under Delaware law the Incumbent Director would continue to serve on the Board as a “holdover director” until his or her successor is elected and qualified, or until his or her earlier resignation or removal pursuant to our Bylaws. Our Corporate Governance Guidelines provide that, in considering whether to nominate any Incumbent Director for re-election, the Board will take into account whether the Incumbent Director has tendered an irrevocable resignation that is effective upon the Board’s acceptance of such resignation in the event the director fails to receive the required vote to be re-elected, as described above. Each of our Incumbent Directors has tendered an irrevocable resignation. In the case of a proposed nominee who is not an Incumbent Director, the Board will take into account whether he or she has agreed to tender such a resignation prior to being nominated for re-election.

In the case of an uncontested election, if a nominee who is an Incumbent Director does not receive the required vote for re-election, the Corporate Governance and Nominating Committee or another committee of the Board will decide whether to accept or reject such director’s resignation (if the director has tendered such a resignation), or whether to take other action, within 90 days after the date of the certification of the election results (subject to an additional 90-day period in certain circumstances). In reaching its decision, the Corporate Governance and Nominating Committee will review factors it deems relevant, which may include any stated reasons for “AGAINST” votes, whether the underlying cause or causes of the “AGAINST” votes are curable, criteria considered by the Corporate Governance and Nominating Committee in evaluating potential candidates for the Board, the length of service of the director, the size and holding period of such director’s stock ownership in the Company, and the director’s contributions to the Company. The Corporate Governance and Nominating Committee’s decision will be publicly disclosed in a filing with the SEC. If a nominee who was not already serving as a director fails to receive the required votes to be elected at the Annual Meeting, he or she will not become a member of the Board. All of the director nominees are currently serving on the Board and each director nominee has submitted an irrevocable resignation of the type described above.

Background to the Board’s Recommendation in Favor of eBay’s Nominees

The Corporate Governance and Nominating Committee considers a number of factors and principles in determining the slate of director nominees for election to the Company’s Board that it recommends to the Board, as discussed in the section titled “Corporate Governance – Board of Directors and Committees –Corporate Governance and Nominating Committee,” above. In particular, the Board considers the following factors and principles to evaluate and select nominees:

  • The Board should be composed of directors chosen on the basis of their character, integrity, judgment, skills, background, and experience of particular relevance to the Company.
  • Directors should have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems.
  • Directors should also represent the balanced, best interests of the stockholders as a whole, rather than special interest groups or constituencies.
  • Each director should be an individual of the highest character and integrity, with the ability to work well with others and with sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director.
  • In addressing the overall composition of the Board, characteristics such as diversity (including gender, race and age), international background, and expertise should be considered.
  • The Board should be composed of directors who are highly engaged with our business.
  • The Board should include individuals with highly relevant professional experience.

Our Corporate Governance and Nominating Committee and Board have evaluated each of the director nominees against the factors and principles eBay uses to select director nominees. Based on this evaluation, our Corporate Governance and Nominating Committee and the Board have concluded that it is in the best interests of eBay and its stockholders for each of the proposed nominees listed below to serve as a director of eBay. The Board believes that all of these nominees have a strong track record of being responsible stewards of stockholders’ interests and bring extraordinarily valuable insight, perspective, and expertise to the Board. Additional reasons that the Board recommends supporting the election of the director nominees include:

  • All of the nominees have high-level managerial experience in relatively complex organizations.
  • Each nominee has highly relevant professional experience in the management, technology, and innovation fields.
  • Each nominee is highly engaged and able to commit the time and resources needed to provide active oversight of eBay and its management. None of the nominees sits on the boards of more than three other public companies, and each of our directors attended at least 75% of the aggregate of all of our Board meetings and committee meetings for committees on which such director served during 2016.
  • The Board believes each nominee is an individual of high character and integrity and is able to contribute to strong board dynamics.
  • Each of these nominees has experience and expertise that complement the skill sets of the other nominees.

In addition to these attributes, in each individual’s biography set forth below, we have highlighted specific experience, qualifications, and skills that led the Board to conclude that each individual should serve as a director of eBay.

Nominees for Election for a One-Year Term Expiring at Our 2018 Annual Meeting

  • Fred D. Anderson Jr.

  • Edward W. Barnholt

  • Anthony J. Bates

  • Logan D. Green

  • Bonnie S. Hammer

  • Kathleen C. Mitic

  • Pierre M. Omidyar

  • Paul S. Pressler

  • Robert H. Swan

  • Thomas J. Tierney

  • Perry M. Traquina

  • Devin N. Wenig

View by Qualification:

  • View All
  1. Gender
  2. More Diversity
  • Gender

    • Bonnie S. Hammer
    • Kathleen C. Mitic

View by years of Tenure:

  • View All
  • 0-2

  • 3-5

  • 6-10

  • 11-15

  • 15+

View by Independence:

Independent ()
Non-Independent ()

View by Committee:

  • View All
  • Audit


    Number of meetings: 9
    Chair: Fred D. Anderson Jr.

    Audit Committee Financial Expert

    - Fred D. Anderson Jr.

    • Fred D. Anderson Jr.
    • Paul S. Pressler
    • Perry M. Traquina
  • Compensation


    Number of meetings: 8
    Chair: Edward W. Barnholt

    • Edward W. Barnholt
    • Anthony J. Bates
    • Kathleen C. Mitic
    • Bonnie S. Hammer
    • Thomas J. Tierney
  • Corporate Governance and Nominating


    Number of meetings: 4
    Chair: Kathleen C. Mitic

    • Perry M. Traquina
    • Thomas J. Tierney
    • Paul S. Pressler
    • Kathleen C. Mitic
    • Logan D. Green

View by Age:

  • View All
  • 0-45

  • 45-54

  • 55-64

  • 65-74

  • 75+

View by Leadership:

  • View All
  • Chairman of the Board


    Thomas J. Tierney
    • Thomas J. Tierney
  • President and CEO


    Devin N. Wenig
    • Devin N. Wenig
Close

Fred D. Anderson Jr.

Managing Director of NextEquity Partners


Age: 72
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards: Yelp Inc. (since 2011)
Qualifications:

Director Qualifications

  • Financial Expertise: Extensive financial experience, having served as the Chief Financial officer of Apple Inc., one of the world’s largest consumer electronics companies, for eight years, and the Chief Financial Officer of Automatic Data Processing, one of the world’s largest providers of business processing solutions, for four years.
  • Technology Industry Experience: Former Chief Financial Officer of two large, innovative global technology companies, as well as extensive experience as a board member of public technology companies.
  • Transactional Experience: Significant experience in all aspects of analyzing and executing sophisticated corporate transactions with very large and sophisticated technology businesses and at Elevation Partners.
  • Leadership: Co-Founder and Managing Director of Elevation Partners and NextEquity Partners.

Experience

Mr. Anderson serves as a Managing Director of NextEquity Partners, a firm he co-founded in July 2015, and Elevation Partners, a firm he co-founded in July 2004, focusing on venture and private equity investments in technology and digital media companies. From 1996 until 2004, Mr. Anderson served as Executive Vice President and Chief Financial Officer of Apple Inc. From 1992 until 1996, Mr. Anderson served as Corporate Vice President and Chief Financial Officer of Automatic Data Processing, Inc. Prior to that, Mr. Anderson was the Chief Operating Officer and President of MAI Systems. Mr. Anderson currently serves on the Board of Directors of Yelp Inc.

On April 24, 2007, the SEC filed a complaint against Mr. Anderson and another former officer of Apple. The complaint alleged that Mr. Anderson failed to take steps to ensure that the accounting for an option granted in 2001 to certain executives of Apple, including himself, was proper. Simultaneously with the filing of the complaint, Mr. Anderson settled with the SEC, neither admitting nor denying the allegations in the complaint. In connection with the settlement, Mr. Anderson agreed to a permanent injunction from future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 and Section 16(a) of the Exchange Act and Rules 13b2-2 and 16a-3 thereunder, and from aiding and abetting future violations of Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13, and 14a-9 thereunder. He also agreed to disgorge approximately $3.5 million in profits and interest from the option he received and to pay a civil penalty of $150,000. Under the terms of the settlement, Mr. Anderson may continue to act as an officer or director of public companies.

Mr. Anderson was formerly a Certified Public Accountant with Coopers & Lybrand and a captain in the U.S. Air Force. Mr. Anderson also serves on the Board of Trustees for Whittier College and also serves on the Advisory Board for Stanford Athletics. Mr. Anderson received his B.A. from Whittier College and his M.B.A. from the University of California, Los Angeles.

Edward W. Barnholt

Retired President and CEO, Agilent Technologies, Inc.


Age: 73
Director since: 2005
Independent: Yes
Board Committees:
Other Public Boards: Adobe Systems Incorporated (since 2005); KLA-Tencor Corporation (since 1997)
Qualifications:

Director Qualifications

  • Technology Industry Experience: Over 49 years working in the technology sector at some of the largest and most complex companies in the industry, including Agilent Technologies, Inc. and Hewlett-Packard Company.
  • Transactional/M&A Experience: Helped lead the spin-off of Agilent from Hewlett-Packard Company in 1999.
  • Leadership: Mr. Barnholt has extensive leadership experience as Chief Executive Officer of Agilent Technologies for six years and extensive experience serving as a Chairman and board member of companies, including KLA-Tencor (where he also serves as the Non-Executive Chairman and the Chairman of the Nominating and Governance Committee) and Adobe Systems (where he also serves on the Compensation Committee and is the Chair of the Nominating and Governance Committee).

Experience

Mr. Barnholt served as President and Chief Executive Officer of Agilent Technologies, Inc., a measurement company, from 1999 until his retirement in 2005. He helped lead Agilent’s spin-off from Hewlett-Packard Company in 1999. From 1966 to 1999, Mr. Barnholt held various positions at Hewlett-Packard Company. Mr. Barnholt currently serves on the Board of Directors of KLA-Tencor Corporation and Adobe Systems Incorporated.

Mr. Barnholt also serves on the Board of Trustees of the David and Lucile Packard Foundation. Mr. Barnholt received his B.S. and M.S. from Stanford University.

Anthony J. Bates

Former President, GoPro, Inc.


Age: 49
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: GoPro, Inc. (since 2014); VMware, Inc. (since February 2016)
Qualifications:

Director Qualifications

  • Technology Industry Experience: Extensive executive leadership experience in the technology industry, including the management of worldwide operations, sales, service and support areas.
  • Leadership: As a board member of GoPro, Inc. and its former President, former Executive Vice President, Business Development and Evangelism at Microsoft Corporation, former Chief Executive Officer of Skype Inc. and former Senior Vice President of Cisco Systems, Inc., Mr. Bates brings strong leadership expertise to the board.

Experience

Mr. Bates was the President of GoPro, Inc., which makes and sells versatile capture devices to enable people to capture photo and video content, from June 2014 until December 2016. From June 2013 until March 2014, Mr. Bates was the Executive Vice President, Business Development and Evangelism, of Microsoft Corporation, a software company. Mr. Bates was the Chief Executive Officer of Skype Inc., a provider of software applications and related Internet communications products, from October 2010 until its acquisition by Microsoft in 2011, subsequent to which Mr. Bates served as the President of Microsoft’s Skype Division until June 2013. From 1996 to 2010, Mr. Bates served in various roles at Cisco Systems, Inc., a networking equipment provider, most recently as Senior Vice President and General Manager of the Enterprise Group. Mr. Bates currently serves on the Board of Directors of GoPro, Inc. and VMware, Inc., a cloud and virtualization software and services company.

Logan D. Green

Chief Executive Officer and co-founder of Lyft Inc.


Age: 33
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Director Qualifications

  • Technology Industry Experience: Extensive executive and entrepreneurial leadership experience in the technology industry.
  • Leadership: As Chief Executive Officer and co-founder of Lyft Inc., an on-demand transportation company operating in 300 cities across the U.S., Mr. Green brings strong leadership experience to the Board.

Experience

Mr. Green has served as the Chief Executive Officer and co-founder of Lyft Inc. the on-demand transportation company since 2012. Lyft Inc. grew out of Zimride, a rideshare company previously co-founded by Mr. Green in 2007. Zimride was acquired by Enterprise Rent-a-car. Prior to founding Zimride, Mr. Green created the first car-share program at UC Santa Barbara and served on the Board of the Santa Barbara Metropolitan Transit District.

Mr. Green received his B.A. in Business Economics from the University of California, Santa Barbara.

Bonnie S. Hammer

Chairman, NBCUniversal Cable Entertainment


Age: 66
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: IAC/InteractiveCorp (since 2014)
Qualifications:

Director Qualifications

  • Media Experience: Industry leader in media for over 40 years, with expertise in network programming, production, marketing, and multiplatform branding.
  • Leadership: As Chairman of NBCUniversal Cable Entertainment, Ms. Hammer’s executive oversight of prominent cable brands and production studios provides the board with strong leadership experience.

Experience

Ms. Hammer has been Chairman of NBCUniversal Cable Entertainment, a division of the cable network and entertainment company, NBCUniversal, since 2010. In this capacity, Ms. Hammer has executive oversight of leading cable brands including USA Network, Bravo, Syfy, E! Entertainment, Oxygen and Sprout. She also oversees two Hollywood studios: Universal Cable Productions, which produces scripted content for linear television networks and digital streaming outlets, and Wilshire Studios, which specializes in the production of unscripted content.

When Ms. Hammer joined NBCUniversal in 2004, she was named President of USA Network and Syfy, having served as President of Syfy from 2001 to 2004. She held other senior executive positions at Syfy and USA Network from 1989 to 2000. Before that, she was an original programming executive at Lifetime Television Network from 1987 to 1989.
Ms. Hammer has served on the boards of ShopNBC, a 24-hour TV Shopping network, the International Radio and Television Society, and the Ad Council. Ms. Hammer also serves on the Board of Directors of IAC/InteractiveCorp and currently holds an advisory role with Boston University’s College of Communication. Ms. Hammer also serves as a Governor on the Board of Governors for the Motion Picture & Television Fund.

Ms. Hammer holds a bachelor’s degree in communications and a master’s degree in media and new technology from Boston University.

Kathleen C. Mitic

Founder and CEO, Sitch, Inc.


Age: 47
Director since: 2011
Independent: Yes
Board Committees:
Other Public Boards: Restoration Hardware Holdings, Inc. (since 2013)

Qualifications:

Director Qualifications

  • Product and Marketing Experience: Ms. Mitic has expertise in global products and marketing. Ms. Mitic led Global Platform and Mobile Marketing at Facebook, Inc., one of the world’s most recognized social networking companies, and led Global Products Marketing at Palm, Inc.
  • Leadership: Ms. Mitic has served in executive positions within the industry as listed above, including at major global consumer-facing technology companies, for the past fourteen years. She has experience building and operating technology companies as the founder and Chief Executive Officer of Sitch, Inc. and the Vice President and General Manager of Yahoo! Inc. Her extensive experience as an entrepreneur is particularly relevant to our Company.

Experience

Ms. Mitic is the Founder and Chief Executive Officer of Sitch, Inc. (formerly known as Three Koi Labs, Inc.), a mobile start-up company formed in 2012. From 2010 to 2012, Ms. Mitic served as Director of Platform and Mobile Marketing for Facebook, Inc., a social networking service. From 2009 to 2010, Ms. Mitic served as Senior Vice President, Product Marketing of Palm, Inc., a smartphone manufacturer.

Ms. Mitic currently serves on the Board of Directors of Restoration Hardware Holdings, Inc.(where she serves as a member of the Audit Committee). She also serves on the Board of Directors of Sitch, Inc. and Special Olympics International.

Ms. Mitic received her B.A. from Stanford University and her M.B.A. from Harvard Business School.

Pierre M. Omidyar

Founder, eBay Inc.


Age: 49
Director since: 1996
Independent: Yes
Board Committees:
Other Public Boards: PayPal Holdings, Inc. (since 2015)
Qualifications:

Director Qualifications

  • Technology Industry Experience: Mr. Omidyar has extensive experience as a technologist and innovator in our industry. His knowledge of the industry and long history of driving innovation provide important expertise to our technology-driven and innovation-focused Company.
  • Leadership: As the founder of eBay, Mr. Omidyar brings to the Board a deep understanding of the business and a long-standing history as a leader within our Company and the technology industry. In addition to eBay, Mr. Omidyar serves on the Board of Directors of PayPal Holdings Inc. and founded several other innovative businesses, including the Omidyar Network and First Look Media. His extensive experience as an entrepreneur is particularly relevant to our Company.

Experience

Pierre M. Omidyar is a philanthropist, technologist, and innovator. Mr. Omidyar founded eBay in September 1995 and has served as a Board member of eBay Inc. since May 1996, and as Chairman of the Board from May 1996 to July 2015. He has served as director of PayPal Holdings Inc. since July 2015.

Mr. Omidyar is an active philanthropist and is deeply engaged in the philanthropic organizations he founded with his wife, including: Democracy Fund, HopeLab, Humanity United, Omidyar Network, and Ulupono Initiative. In addition, Mr. Omidyar is co-founder and publisher of Civil Beat, a nonprofit news service dedicated to serving Hawaii’s public interest through investigative journalism. He is also the founder and publisher of First Look Media, a new-model media company devoted to supporting independent voices, from fearless investigative journalism and documentary filmmaking to smart, provocative entertainment. Mr. Omidyar serves on the Board of Trustees of Omidyar-Tufts Microfinance Fund, Punahou School, and Santa Fe Institute.

Mr. Omidyar received his B.S. from Tufts University.

Paul S. Pressler

Partner, Clayton, Dubilier & Rice, LLC


Age: 60
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: SiteOne Landscape Supply, Inc. (since 2013)

Qualifications:

Director Qualifications

 

  • Financial Expertise: Mr. Pressler has been a partner at the private equity firm Clayton, Dubilier & Rice, LLC (“CD&R”) since 2009.
  • Leadership: As the Chair of the Board of Directors of AssuraMed, Mr. Pressler worked closely with CD&R management to improve AssuraMed’s business performance, which ultimately resulted in the sale of AssuraMed to Cardinal Health. Additionally, Mr. Pressler serves as Chairman and Interim Chief Executive Officer of David’s Bridal, Inc., and Chairman of SiteOne Landscape Supply, Inc. He also serves on the Board of Directors of The DryBar, Inc, and Drive Devilbiss Healthcare. He previously served as President and Chief Executive Officer of Gap Inc. and spent 15 years in senior leadership roles at The Walt Disney Company, including President of The Disney Stores.

Experience

Mr. Pressler has been a Partner of Clayton, Dubilier & Rice LLC, a private equity investment firm, since 2009. He is currently Chairman and Interim Chief Executive Officer of David’s Bridal, a retail company specializing in formalwear, and Chairman of SiteOneLandscape Supply, a company specializing in green industry supplies. He also served as Chairman of AssuraMed from 2010 to 2013. Mr. Pressler served as President and Chief Executive Officer of Gap Inc. for five years, from 2002 to 2007. Before that, he spent 15 years in senior leadership roles with The Walt Disney Company, including Chairman of the global theme park and resorts division, President of Disneyland, and President of The Disney Stores.Mr. Pressler has been a Partner of Clayton, Dubilier & Rice LLC, a private equity investment firm, since 2009. He is currently Chairman and Interim Chief Executive Officer of David’s Bridal, a retail company specializing in formalwear, and Chairman of SiteOneLandscape Supply, a company specializing in green industry supplies. He also served as Chairman of AssuraMed from 2010 to 2013. Mr. Pressler served as President and Chief Executive Officer of Gap Inc. for five years, from 2002 to 2007. Before that, he spent 15 years in senior leadership roles with The Walt Disney Company, including Chairman of the global theme park and resorts division, President of Disneyland, and President of The Disney Stores.

Mr. Pressler received his B.S. from the State University of New York at Oneonta.

Robert H. Swan

Executive Vice President and Chief Financial Officer, Intel Corporation


Age: 56
Director since: 2015
Independent: No
Board Committees:
Other Public Boards:
Qualifications:

Director Qualifications

  • Financial Expertise: Mr. Swan has been an Executive Vice President and Chief Financial Officer at Intel Corporation since 2016.
  • Leadership: Mr. Swan brings extensive business leadership expertise to the Board. He previously served as an Operating Partner of General Atlantic. He also served as the Senior Vice President, Finance, and Chief Financial Officer at eBay Inc. In addition, Mr. Swan served as CFO at Electronic Data Systems Corp., TRW, Inc., and Webvan Group, Inc.

Experience

Mr. Swan joined Intel Corporation, a multinational technology company, in 2016 and serves as its Executive Vice President and Chief Financial Officer. From 2015 to 2016, Mr. Swan served as an Operating Partner of General Atlantic, a global equity firm. From 2006 to 2015, Mr. Swan served as Senior Vice President, Finance, and Chief Financial Officer at eBay, where he oversaw all aspects of the Company’s finance function, including controllership, financial planning and analysis, tax, treasury, audit, mergers and acquisitions, and investor relations. Prior to eBay, Mr. Swan served as Chief Financial Officer at Electronic Data Systems Corp., TRW, Inc., and Webvan Group, Inc.

Mr. Swan began his career at General Electric, where he spent 15 years in numerous senior finance roles, including divisional Chief Financial Officer for GE Transportation Systems, GE Healthcare Europe, and GE Lighting.

Mr. Swan received his B.S. from the State University of Buffalo and his M.B.A. from the State University of New York at Binghamton.

Thomas J. Tierney

Chairman and Co-Founder, The Bridgespan Group


Age: 63
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Director Qualifications

  • Nonprofit and Philanthropic Leader: Mr. Tierney is a social entrepreneur and recognized leader in the non-profit world. He frequently speaks and writes on a variety of topics related to non-profit leadership and philanthropy. Mr. Tierney also is Chair of the Harvard Business School Initiative on Social Enterprise and serves on the Harvard Business School’s Dean’s Advisory Board.
  • Management and Strategy/Leadership Consulting Experience: Mr. Tierney has extensive management experience as Chairman of The Bridgespan Group and Chief Executive of Bain & Company. Over 35 years of experience providing strategy and leadership consulting to CEOs across a range of industries.
  • Leadership: Mr. Tierney helped lead Bain & Company through a highly successful turnaround.

Experience

Mr. Tierney is Chairman and co-founder of The Bridgespan Group, a non-profit organization that collaborates with mission-driven leaders and organizations to help accelerate social impact, and he has been its Chairman of the Board since late 1999. From 1980 to 2000, he held various positions at Bain & Company, including serving as its CEO from 1992 to 2000.

Mr. Tierney currently serves on many charitable boards, including the global board of The Nature Conservancy (where he currently serves as the Chairman), and The Woods Hole Oceanographic Institution.

Mr. Tierney received his B.A. from the University of California at Davis and his M.B.A. from Harvard Business School.

Perry M. Traquina

Former Chairman, CEO and Managing Partner of Wellington Management Company LLP


Age: 60
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Morgan Stanley (since 2015);
Allstate Corporation (since 2016)
Qualifications:

Director Qualifications

  • Investment/Finance Experience: Mr. Traquina brings significant expertise in finance and global investment management with more than 34 years of experience at Wellington Management Company LLP.
  • Leadership: Mr. Traquina’s experience as a former Chairman, CEO, and Managing Partner of Wellington Management Company LLP adds to the strong leadership expertise of the Board. He also serves on the Board of Directors of Morgan Stanley and Allstate Corporation.

Experience

Mr. Traquina is the former Chairman, Chief Executive Officer, and Managing Partner of Wellington Management Company LLP, a global investment management firm. Mr. Traquina held this position for a decade until his retirement from the firm in 2014. During his 34-year career at Wellington, he was an investor for 17 years and a member of the management team for the other half of his time at the firm.

Mr. Traquina received his B.A. from Brandeis University and his M.B.A. from Harvard University.

Devin N. Wenig

President and CEO, eBay Inc.


Age: 50
Director since: 2015
Independent: No
Board Committees:
Other Public Boards:
Qualifications:

Director Qualifications

  • Technology Industry Experience: Mr. Wenig was President of eBay’s Marketplaces business from 2011 to July 2015. Mr. Wenig was also CEO of Thomson Reuters Markets, which included significant software and internet businesses.
  • Marketing Expertise: Mr. Wenig previously served in a number of marketing leadership positions at Reuters, including Managing Director of Marketing at Reuters Information, Executive Vice President of Marketing at Reuters America, and Executive Vice President of Marketing at Reuters Holding Switzerland SA.
  • Leadership: Mr. Wenig brings significant leadership experience to the Board, because he is the President and CEO of eBay, and he previously served as CEO of Thomson Reuters Markets and was a member of the Board of Directors of Reuters Group PLC (Reuters).

Experience

Mr. Wenig has been President and CEO at eBay since July 2015. From 2011 to July 2015,
Mr. Wenig served as President of eBay’s Marketplaces business. Previously, Mr. Wenig spent 18 years at Thomson Reuters, where he served as CEO of its largest division, Thomson Reuters Markets, from 2008 to 2011. In that role, he led the global financial services and media businesses, which provide information, analytics and technology services to professionals in the financial services, media, and corporate markets globally, as well as to individuals through its consumer media arm.

From 2006 to 2008, Mr. Wenig was Chief Operating Officer of Reuters, a provider of financial market data. In that role, he led Reuters’ consumer media and Internet strategy and was responsible for the company’s data, information, and analytical products, as well as the sales, information technology, and global marketing functions.

Prior to that, Mr. Wenig served on the Reuters Board of Directors and was president of Reuters’ Business Divisions from 2003 to 2006, where he was responsible for leading the revitalization of Reuters and its four business segments.

Mr. Wenig currently is a member of the Business Council. He also serves as the co-chair of the World Economic Forum’s Consumer Industries Steering Committee and as a Trustee of the Paley Center for Media.

Mr. Wenig received his B.A. from Union College and his J.D. from Columbia University School of Law.

 

Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation

Proposal Snapshot
What is being voted on. Advisory vote to approve named executive officer compensation.

Board recommendation. The Board recommends a vote FOR Proposal 2.

In accordance with the requirements of Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as described in the Compensation Discussion and Analysis, compensation tables, and related narrative discussion of such compensation included in this Proxy Statement.

As discussed in the Compensation Discussion and Analysis, the Compensation Committee of the Board is committed to an executive compensation program that is aligned with our business goals, culture, and stockholder interests. We believe a competitive compensation program that is highly performance-based is key to delivering long-term stockholder returns.

Our executive compensation program is designed to:

  • align compensation with our business objectives, performance and stockholder interests;
  • motivate executive officers to enhance short-term results and long-term stockholder value;
  • position us competitively among the companies against which we recruit and compete for talent; and
  • enable us to attract, reward and retain executive officers and other key employees who contribute to our long-term success.

To achieve these objectives, our executive compensation program has three principal components: long-term equity compensation, an annual cash incentive, and base salary. The Compensation Committee seeks to have our named executive officers’ total compensation heavily weighted to variable, performance-based compensation by delivering a majority of compensation in the form of performance-based restricted stock units and annual cash incentives. Performance-based restricted stock units are granted based on our achievement of financial performance goals over a two-year performance period. Under our annual cash incentive plan, 75% of each named executive officer’s target bonus for 2016 was based on Company financial performance with the remaining 25% based on individual performance; there is no payout for individual performance unless thresholds for Company performance are met. We also granted time-based restricted stock units, the value of which depends on the performance of the Company’s stock.

The Compensation Committee believes that the goals of our executive compensation program are appropriate and that the program is properly structured to achieve those goals. We have engaged in ongoing discussions with our investors, who generally support those goals and the program, and we believe our stockholders as a whole should support them as well.

We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2016 Summary Compensation Table, and the other related tables and disclosures.”

While the say-on-pay vote is advisory, and therefore not binding on the Company, the Board and the Compensation Committee value the opinions of our stockholders and will take into account the outcome of this vote in considering future compensation arrangements. It is expected that the next say-on-pay vote will occur at the 2018 annual meeting.

Proposal 3 — Advisory Vote to Approve the Frequency with which the Advisory Vote to Approve Named Executive Officer Compensation Should Be Held

Proposal Snapshot
What is being voted on. Advisory vote to approve the frequency with which the advisory vote to approve named executive officer compensation should be held.

Board recommendation. The Board recommends a frequency of EVERY YEAR for Proposal 3.

We are asking stockholders to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers (i.e., the frequency of a say-on-pay vote). This proposal is commonly known as a “say-on-frequency” proposal. Stockholders may indicate whether they would prefer an advisory vote on executive compensation every year, every two years, or every three years, or they may abstain from voting on this proposal. We have historically solicited an advisory vote on executive compensation every year, and the Board believes that continuing to hold such a vote every year is advisable for a number of reasons, including the following:

  • an annual advisory vote enables our stockholders to provide the Company with input regarding the compensation of our named executive officers on a timely basis; and
  • an annual advisory vote on compensation of our named executive officers is consistent with our policy of seeking input from our stockholders on corporate governance matters and our compensation philosophy, policies, and practices for our named executive officers.

Stockholders are not voting to approve or disapprove the Board’s recommendation. Instead, you may cast your vote on your preferred voting frequency by choosing any of the following four options with respect to this proposal: “every year,” “every two years,” “every three years,” or “abstain.” For the reasons discussed above, we are asking our stockholders to vote for a frequency of “every year.”

The say-on-frequency vote is advisory and therefore not binding on the Company, the Board, or the Compensation Committee. The Board and the Compensation Committee value the opinions of our stockholders and will take into account the outcome of this vote in considering the frequency with which the advisory vote on compensation of our named executive officers will be held in the future.

Proposal 4 — Ratification of Appointment of Independent Auditors

Proposal Snapshot
What is being voted on. Ratification of appointment of independent auditors.

Board recommendation. The Board and the Audit Committee recommend a vote FOR Proposal 4.

The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent auditors retained to audit our consolidated financial statements. We have appointed PricewaterhouseCoopers LLP (“PwC”) as our independent auditors for the fiscal year ending December 31, 2017. PwC has audited our historical consolidated financial statements for all annual periods since our incorporation in 1996. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent audit firm. Further, in conjunction with the mandated rotation of the independent audit firm’s lead engagement partner, the Audit Committee will continue to be directly involved in the selection and evaluation of PwC’s lead engagement partner. The Board and the Audit Committee believe that the continued retention of PwC to serve as our independent auditors is in the best interests of eBay and our stockholders. We expect that representatives of PwC will be present at the Annual Meeting, will have an opportunity to make a statement if they wish, and will be available to respond to appropriate questions.

Our Bylaws do not require the stockholders to ratify the appointment of PwC as our independent auditors. However, we are submitting the appointment of PwC to our stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the appointment, the Audit Committee will reconsider whether or not to retain PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of eBay and our stockholders.

Audit and Other Professional Fees

During the fiscal years ended December 31, 2016 and December 31, 2015, fees for services provided by PwC were as follows (in thousands):

audit-fees

(1) Higher in 2015 due to distribution of PayPal ($4.4 million), sale of our Enterprise segment ($3.1 million) and additional work on eBay discontinued operations ($2.0 million).
(2) For 2015 and 2016, includes approximately $0.5 million and $0.4 million, respectively, of lease payments to PwC Russia for office space in Russia pursuant to a sublease arrangement negotiated on an arm’s-length basis.

“Audit Fees” consist of fees incurred for services rendered for the audit of eBay’s annual financial statements, review of financial statements included in eBay’s quarterly reports on Form 10-Q, other services normally provided in connection with statutory and regulatory filings, for attestation services related to compliance with the Sarbanes-Oxley Act of 2002, and services rendered in connection with securities offerings. “Audit-Related Fees” consist of fees incurred for due diligence procedures in connection with acquisitions and divestitures and consultation regarding financial accounting and reporting matters. “Tax Fees” consist of fees incurred for transfer pricing consulting services, tax planning and advisory services, and tax compliance services. “All Other Fees” consist of fees incurred for permitted services not included in the category descriptions provided above with respect to “Audit Fees,” “Audit-Related Fees,” and “Tax Fees,” and include fees for consulting services, compliance-related services, and software licenses, as well as the lease payments described above.

The Audit Committee has determined that the non-audit services rendered by PwC were compatible with maintaining its independence. All such non-audit services were pre-approved by the Audit Committee pursuant to the pre-approval policy set forth below.

Audit Committee Pre-Approval Policy

The Audit Committee has adopted a policy requiring the pre-approval of any non-audit engagement of PwC. In the event that we wish to engage PwC to perform accounting, technical, diligence, or other permitted services not related to the services performed by PwC as our independent registered public accounting firm, our internal finance personnel will prepare a summary of the proposed engagement, detailing the nature of the engagement, the reasons why PwC is the preferred provider of such services, and the estimated duration and cost of the engagement. This information will be provided to our Audit Committee or a designated Audit Committee member, who will evaluate whether the proposed engagement will interfere with the independence of PwC in the performance of its auditing services and decide whether the engagement will be permitted.

On an interim basis, any non-audit engagement may be presented to the Chair of the Audit Committee for approval and to the full Audit Committee at its next regularly scheduled meeting.

Audit Committee Report

We constitute the Audit Committee of the Board. The Audit Committee’s responsibility is to provide assistance and guidance to the Board in fulfilling its oversight responsibilities to eBay’s stockholders with respect to:

  • eBay’s corporate accounting and reporting practices;
  • eBay’s compliance with legal and regulatory requirements;
  • The independent auditors’ qualifications and independence;
  • The performance of eBay’s internal audit function and independent auditors;
  • The quality and integrity of eBay’s financial statements and reports;
  • Reviewing and approving all audit engagement fees and terms, as well as all non-audit engagements with the independent auditors; and
  • Producing this report.

The Audit Committee members are not professional accountants or auditors, and these functions are not intended to replace or duplicate the activities of management or the independent auditors. Management has primary responsibility for preparing the financial statements and designing and assessing the effectiveness of internal control over financial reporting. Management and the internal auditing department are responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. PwC, eBay’s independent auditors, are responsible for planning and carrying out an audit of eBay’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and eBay’s internal control over financial reporting, expressing an opinion on the conformity of eBay’s audited financial statements with generally accepted accounting principles as well as the effectiveness of eBay’s internal control over financial reporting, reviewing eBay’s quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures.

During 2016 and in early 2017, in connection with the preparation of eBay’s Annual Report on Form 10-K for the year ended December 31, 2016, and in fulfillment of our oversight responsibilities, we did the following, among other things:

  • Discussed with PwC the overall scope of and plans for their audit;
  • Reviewed, upon completion of the audit, the financial statements to be included in the Form 10-K and management’s report on internal control over financial reporting and discussed the audited financial statements and eBay’s internal control over financial reporting with management;
  • Conferred with PwC and with senior management of eBay regarding the scope, adequacy, and effectiveness of internal accounting and financial reporting controls (including eBay’s internal control over financial reporting) in effect;
  • Instructed PwC that the independent auditors are ultimately accountable to the Board and the Audit Committee, as representatives of the stockholders;
  • Discussed with PwC, both during and after completion of their audit processes, the results of their audit, including PwC’s assessment of the quality and appropriateness, not just acceptability, of the accounting principles applied by eBay, the reasonableness of significant judgments, the nature of significant risks and exposures, the adequacy of the disclosures in the financial statements, as well as other matters required to be communicated under generally accepted auditing standards, including the matters required by applicable accounting standards; and
  • Obtained from PwC, in connection with the audit, a timely report relating to eBay’s annual audited financial statements describing all critical accounting policies and practices to be used, all alternative treatments of financial information within generally accepted accounting principles that were discussed with management, ramifications of the use of such alternative disclosures and treatments, the treatment preferred by PwC, and any material written communications between PwC and management.

Our Audit Committee held nine meetings in 2016. Throughout the year, we conferred with PwC, eBay’s internal audit team, and senior management in separate executive sessions to discuss any matters that the Audit Committee, PwC, the internal audit team, or senior management believed should be discussed privately with the Audit Committee. We have direct and private access to both the internal and external auditors of eBay.

We have discussed with PwC the matters required to be discussed by the statement on Auditing Standards No. 16 (Communication with Audit Committees). The Audit Committee has also received the written disclosures and the letter from PwC required by the applicable Public Company Accounting Oversight Board requirements for independent accountant communications with audit committees concerning auditor independence, and has discussed the independence of PwC with that firm. We have concluded that PwC’s provision to eBay and its affiliates of the non-audit services reflected under “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” above is compatible with PwC’s obligation to remain independent.

We have also established procedures for the receipt, retention, and treatment of complaints received by eBay regarding accounting, internal accounting controls, or auditing matters and for the confidential anonymous submission by eBay employees of concerns regarding questionable accounting or auditing matters.

After reviewing the qualifications of the current members of the Audit Committee, and any relationships they may have with eBay that might affect their independence from eBay, the Board determined that each member of the Audit Committee meets the independence requirements of The NASDAQ Stock Market and of Section 10A of the Exchange Act, that each member is able to read and understand fundamental financial statements, and that Mr. Anderson qualifies as an “audit committee financial expert” under the applicable rules promulgated pursuant to the Exchange Act. The Audit Committee operates under a written charter adopted by the Board. The current Audit Committee Charter is available on the corporate governance section of eBay’s investor relations website at https://investors.ebayinc.com/corporate-governance.cfm. Any future changes in the Audit Committee charter or key practices will also be reflected on the website.

Based on our reviews and discussions described above, we recommended to the Board, and the Board approved, the inclusion of the audited financial statements in eBay’s Annual Report on Form 10-K for the year ended December 31, 2016, which eBay filed with the SEC on February 6, 2017. We have also approved the appointment of PwC as our independent auditors for the fiscal year ending December 31, 2017.

AUDIT COMMITTEE

  Screen Shot 2017-04-02 at 11.20.09 AM Screen Shot 2017-04-02 at 11.20.31 AM Screen Shot 2017-04-02 at 11.20.36 AM
Fred D. Anderson Paul S. Pressler Perry M. Traquina

Proposal 5 — Stockholder Proposal regarding Right to Act by Written Consent

Proposal Snapshot
What is being voted on. Stockholder Proposal Regarding Right to Act by Written Consent.

Board recommendation. The Board recommends a vote AGAINST the stockholder proposal based on the reasons set forth in eBay’s Statement of Opposition following the stockholder proposal.

John Chevedden, whose address is 2215 Nelson Avenue, Redondo Beach, California, has advised the Company that he intends to present the following stockholder proposal at the 2017 Annual Meeting.
Mr. Chevedden has indicated that he holds no fewer than 100 shares of eBay common stock.

The text of the stockholder proposal and supporting statement appear exactly as received by eBay unless otherwise noted. All statements contained in the stockholder proposal and supporting statement are the sole responsibility of the proponent. The stockholder proposal may contain assertions about the Company or other matters that we believe are incorrect, but we have not attempted to refute all of those assertions.

The stockholder proposal will be voted on at the 2017 Annual Meeting only if properly presented by or on behalf of the proponent. Adoption of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy. Abstentions will be counted as present for purposes of this vote and therefore will have the same effect as a vote against this stockholder proposal. Broker non-votes will not be counted as present and are not entitled to vote on this proposal.

Proposal [4] – Right to Act by Written Consent

Resolved, Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.

This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent. EBAY shareholder gave 46% support to this topic previously which means that the overwhelming number of shareholders who are well versed in the reasons for and against written consent supported this proposal topic.

Taking action by written consent in lieu of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. Taking action by written consent saves the expense of holding a special shareholder meeting. Also our company requires 25% of shareholders to aggregate their shares to call a special meeting – a much higher hill to climb than the 10% of shareholders permitted by Delaware law.

Please vote to enhance shareholder value:
Right to Act by Written Consent — Proposal [4]

eBay’s Statement of Opposition

The Board has carefully considered this proposal and does not believe that it is in the best interests of eBay and its stockholders. The Board therefore recommends a vote AGAINST this proposal.

eBay regularly engages with and solicits the feedback of its stockholders and is proud of its track record of responsiveness to stockholders. The Board is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders. We understand that corporate governance is not static – we monitor and evaluate trends and developments in corporate governance and compare and evaluate them against our current practices. The Board recognizes that some stockholders may view the ability to act by written consent as an important right. However, the Board believes that eBay’s existing Bylaw provision that provides stockholders with the right to call special meetings offers a transparent and equitable mechanism for stockholders to raise matters for consideration by the Company, whereas this proposal’s written consent right would enable a limited group of stockholders to act without the same required transparency to all stockholders.

The Board recommends that stockholders vote against this proposal because it believes the written consent process, as set forth in this proposal, is less transparent and less democratic than holding a stockholders meeting, and thus deprives stockholders of a forum for discussion or opportunity to ask questions about proposed actions. Matters that are so important as to require stockholder approval should be communicated in advance so they can be considered and voted upon by all stockholders. This proposal would allow a group of stockholders to take action by written consent without prior communication to all stockholders of the proposed action or reasons for the action. The Board believes that, if implemented, this proposal would disenfranchise stockholders who will not have the opportunity to participate in the process.

eBay’s stockholders have the right to call a special meeting at a twenty-five percent threshold, which is the most common threshold among S&P 500 companies that provide their stockholders with that right. This threshold is half of what would be necessary for stockholders to act by written consent under this proposal. Therefore, any coalition of stockholders proposing to act by written consent could call a special meeting. This right to call a special meeting, along with our established stockholder communication and engagement practices, provides stockholders with opportunities to raise important matters and propose actions for stockholder consideration outside the annual meeting process.

Stockholder meetings offer important protections and advantages that are absent from the written consent process under this proposal. The protections and advantages of stockholder meetings include:

  • The meeting and the stockholder vote take place in a transparent manner on a specified date that is publicly announced well in advance, giving all interested stockholders a chance to express their views and cast their votes.
  • The meeting provides stockholders with a forum for open discussion and consideration of the proposed stockholder action.
  • Accurate and complete information about the proposed stockholder action is widely distributed in a proxy statement before the meeting, which promotes a well-informed discussion and consideration of the merits of the proposed action.
  • The Board is able to analyze and provide a recommendation with respect to actions proposed to be taken at a stockholder meeting.

In contrast, adoption of this proposal would make it possible for the holders of a bare majority of shares of eBay common stock outstanding to take significant corporate actions without any prior notice to the Company, the Board or the other eBay stockholders – actions that may have important ramifications for both eBay and its stockholders. This approach would effectively disenfranchise all of those stockholders who do not have (or are not given) the opportunity to participate in the written consent.

In summary, the Board believes the adoption of this proposal is unnecessary because of eBay’s commitment to good corporate governance, the right of stockholders to call special meetings and the ability of stockholders to nominate directors through proxy access. The Board also believes that this written consent proposal would circumvent the protections, procedural safeguards and advantages provided to all stockholders by stockholder meetings.

The Board of Directors Recommends a Vote AGAINST Proposal 5.

Unless you specify otherwise, the Board intends the accompanying proxy to be voted against this item.

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