Proxy Statement Summary

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Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Meeting Information

DateThursday, May 18, 2017
Time8:00 a.m. Pacific Time
Location2025 Hamilton Avenue, San Jose, CA 95125
Record DateMarch 20, 2017

How to Vote

YOUR VOTE IS IMPORTANT. You are eligible to vote if you were a stockholder at the close of business on March 20, 2017 (the “Record Date”). Even if you plan to attend the meeting, please vote as soon as possible using any of the following methods. In all cases, you should have your notice, or if you requested to receive printed proxy materials, your proxy card or voting instruction form on hand and follow the instructions:

By Internet By Telephone By Mail
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You can vote your shares online at www.proxyvote.com. You can vote your shares by calling
+ 1 (800) 690-6903.
If you requested to receive printed proxy materials, you can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

 Proposals Requiring Your Vote

DescriptionBoard's Voting RecommendationPage Reference (for more detail)
Proposal 1.Election of 12 directors named in this Proxy Statement to our Board to hold office until our 2018 Annual Meeting of StockholdersFOR each Director nominee19
Proposal 2.Advisory vote to approve named executive officer compensationFOR28
Proposal 3.Advisory vote to approve the frequency with which the advisory vote to approve named executive officer compensation should be heldEVERY YEAR29
Proposal 4.Ratification of appointment of independent auditorsFOR30
Proposal 5.Stockholder proposal regarding right to act by written consentAGAINST33

Corporate Governance

The Board of Directors (the “Board”) of eBay Inc. (“eBay” or the “Company”) is responsible for (1) providing advice and oversight of the strategic and operational direction of the Company; and (2) overseeing the Company’s executive management, each to ensure the Company operates in ways that support the long-term interest of our stockholders and the stakeholders we serve. The following is a list of governance provisions that demonstrate eBay’s commitment to transparency and accountability:

Strong Board independence (10 of 12 directors are independent) Separate Chairman and CEO roles
Declassified Board with all members standing for election annually Independent Chairman with robust responsibilities
Majority vote standard for uncontested director elections Simple majority vote standard for bylaw/charter amendments and transactions
Stockholder right to call a special meeting Clawback policy
Stockholder proxy access Stock ownership requirements for our executive officers and directors
Strong stockholder engagement practices  Anti-hedging and anti-pledging policies

2017 Director Nominees

Name and Primary OccupationAgeDirector sinceIndependentCommittee Memberships*Other Public Company Boards
Fred D. Anderson Jr.
Co-Founder, Elevation Partners
Co-Founder, NextEquity Partners
722003YESAudit (Chair)1
Edward W. Barnholt
Former President and CEO,
Agilent Technologies, Inc.
732005YESCompensation (Chair)2
Anthony J. Bates
Former President, GoPro, Inc.
492015YESCompensation2
Logan D. Green
Co-Founder and CEO, Lyft Inc.
332016YESCorporate GovernanceNone
Bonnie S. Hammer
Chairman, NBCUniversal Cable Entertainment
662015YESCompensation1
Kathleen C. Mitic
Founder and CEO, Sitch, Inc.
472011YESCompensation
Governance (Chair)
1
Pierre M. Omidyar
Founder, eBay
491996YESNone1
Paul S. Pressler
Partner, Clayton, Dubilier & Rice, LLC
Interim CEO and Chairman, David’s Bridal
602015YESAudit
Governance
1
Robert H. Swan
Chief Financial Officer, Intel Corporation
562015NONoneNone
Thomas J. Tierney
Chairman, eBay Inc.
Chairman and Co-Founder, The
Bridgespan Group
632003YESCompensation
Governance
None
Perry M. Traquina
Former Chairman, CEO, and Managing
Partner, Wellington Management
Company LLP
602015YESAudit
Governance
2
Devin N. Wenig
President and CEO, eBay
502015NONoneNone
* Audit = Audit Committee; Compensation = Compensation Committee; Governance = Corporate Governance and Nominating Committee

Executive Compensation

Following the 2015 Spin-Off of PayPal (the “Spin-Off”), we conducted an extensive review of the Company’s compensation philosophy and executive compensation program for 2016 to determine whether they continued to be properly aligned with our business goals, culture, and importantly, stockholder interests. Following this review, the Compensation Committee and our CEO remained committed to our existing executive compensation program, which is designed to align with our business goals and culture, serves the long-term interests of our stockholders and is highly performance based. We believe that our pay-for-performance driven executive compensation program ensures that our executives’ compensation is tied to delivering results that support the Company’s business strategy and objectives.

Our Compensation Program

The goals of our executive compensation program are 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.

How We Pay Our Executive Officers

We achieve these objectives primarily by employing the following elements of pay for our executive officers:

  • long-term equity compensation,
  • an annual cash incentive, and
  • base salary.

Our executive officers also participate in our broad-based retirement savings and benefit programs and receive limited perquisites.

For 2016, we chose to continue to use a mix of equity and cash compensation vehicles to compensate our executive officers. We also decided to increase the weight of performance-based restricted stock units (“PBRSUs”) and eliminate the use of stock options. Our incentive compensation is dependent on financial targets that the Compensation Committee believes correlate with operating performance over one- and multi-year performance periods and long-term stock performance.

The following chart shows the breakdown of 2016 compensation for our CEO, Devin Wenig, and illustrates the predominance of equity incentives and performance-based components in our executive compensation program.

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Our Compensation Practices

We believe our compensation practices align with and support the goals of our executive compensation program and demonstrate our commitment to sound compensation and governance practices.

What We DoWhat We Don't Do
We align executive compensation with the interests of our stockholders
  • Emphasize pay-for-performance alignment

  • Deliver a majority of total compensation opportunity through performance-based compensation: PBRSUs and annual cash incentives

  • Set meaningful stock ownership requirements for executive officers
Tax gross-ups for change in control benefits
We avoid excessive risk-taking
  • Maintain a clawback policy

  • Use multiple performance measures, caps on incentive payments, and overlapping two-year performance periods for PBRSU awards
Automatic “single trigger” acceleration of equity upon a change in control
We adhere to compensation best practices
  • Retain an independent compensation consultant for the Compensation Committee

  • Prohibit hedging and pledging transactions by executive officers and directors

  • Provide only limited perquisites to executive officers that are not available to all employees
Repricing or buyout of underwater stock options without stockholder approval

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