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
| Date | Thursday, May 18, 2017 |
| Time | 8:00 a.m. Pacific Time |
| Location | 2025 Hamilton Avenue, San Jose, CA 95125 |
| Record Date | March 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
| Description | Board's Voting Recommendation | Page 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 Stockholders | FOR each Director nominee | 19 |
| Proposal 2. | Advisory vote to approve named executive officer compensation | FOR | 28 |
| Proposal 3. | Advisory vote to approve the frequency with which the advisory vote to approve named executive officer compensation should be held | EVERY YEAR | 29 |
| Proposal 4. | Ratification of appointment of independent auditors | FOR | 30 |
| Proposal 5. | Stockholder proposal regarding right to act by written consent | AGAINST | 33 |
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 Occupation | Age | Director since | Independent | Committee Memberships* | Other Public Company Boards |
|---|---|---|---|---|---|
| Fred D. Anderson Jr. Co-Founder, Elevation Partners Co-Founder, NextEquity Partners | 72 | 2003 | YES | Audit (Chair) | 1 |
| Edward W. Barnholt Former President and CEO, Agilent Technologies, Inc. | 73 | 2005 | YES | Compensation (Chair) | 2 |
| Anthony J. Bates Former President, GoPro, Inc. | 49 | 2015 | YES | Compensation | 2 |
| Logan D. Green Co-Founder and CEO, Lyft Inc. | 33 | 2016 | YES | Corporate Governance | None |
| Bonnie S. Hammer Chairman, NBCUniversal Cable Entertainment | 66 | 2015 | YES | Compensation | 1 |
| Kathleen C. Mitic Founder and CEO, Sitch, Inc. | 47 | 2011 | YES | Compensation Governance (Chair) | 1 |
| Pierre M. Omidyar Founder, eBay | 49 | 1996 | YES | None | 1 |
| Paul S. Pressler Partner, Clayton, Dubilier & Rice, LLC Interim CEO and Chairman, David’s Bridal | 60 | 2015 | YES | Audit Governance | 1 |
| Robert H. Swan Chief Financial Officer, Intel Corporation | 56 | 2015 | NO | None | None |
| Thomas J. Tierney Chairman, eBay Inc. Chairman and Co-Founder, The Bridgespan Group | 63 | 2003 | YES | Compensation Governance | None |
| Perry M. Traquina Former Chairman, CEO, and Managing Partner, Wellington Management Company LLP | 60 | 2015 | YES | Audit Governance | 2 |
| Devin N. Wenig President and CEO, eBay | 50 | 2015 | NO | None | None |
* 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.
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 Do | What We Don't Do | ||
|---|---|---|---|
| ✔ | We align executive compensation with the interests of our stockholders
| ✗ | Tax gross-ups for change in control benefits |
| ✔ | We avoid excessive risk-taking
| ✗ | Automatic “single trigger” acceleration of equity upon a change in control |
| ✔ | We adhere to compensation best practices
| ✗ | Repricing or buyout of underwater stock options without stockholder approval |