Proposals Requiring Your Vote

Proposals Requiring Your Vote

Proposal 1 — Election of Directors

At the Annual Meeting, 15 directors will be elected to serve for a one-year term until our 2020 Annual Meeting and until their successors are elected and qualified.

Our Board is currently composed of 15 members, 14 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 Jesse Cohn and Matthew Murphy, who joined the Board in March 2019.

On February 28, 2019, we entered into separate Agreements with funds affiliated with Elliott Management Corporation and Starboard Value LP and its affiliates. Pursuant to the Agreements, Matthew Murphy was appointed as a director to our Board on March 1, 2019, and Jesse Cohn was appointed as a director to our Board on March 15, 2019. A description of the Agreements and copies of the Agreements are included in a Form 8-K filed with the SEC on March 1, 2019.

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 2020 Annual Meeting and until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, 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 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 death, resignation, retirement, or removal pursuant to our bylaws. Our Corporate Governance Guidelines provide that, in considering whether to nominate any Incumbent Director for 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 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 election.

In the case of an uncontested election, if a nominee who is an Incumbent Director does not receive the required vote for 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 the nominees who served as a director during 2018 attended at least 75% of the aggregate number of meetings of the Board and the committees on which they served.
  • 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 2020 Annual Meeting

  • Fred D. Anderson Jr.

  • Anthony J. Bates

  • Adriane M. Brown

  • Jesse A. Cohn

  • Diana Farrell

  • Logan D. Green

  • Bonnie S. Hammer

  • Kathleen C. Mitic

  • Matthew J. Murphy

  • 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: 10
    Chair: Fred D. Anderson Jr.

    Audit Committee Financial Expert

    - Fred D. Anderson Jr.

    • Fred D. Anderson Jr.
    • Adriane M. Brown
    • Perry M. Traquina
  • Compensation


    Number of meetings: 9
    Chair: Paul S. Pressler

    • Paul S. Pressler
    • Anthony J. Bates
    • Bonnie S. Hammer
    • Kathleen C. Mitic
    • Thomas J. Tierney
  • Corporate Governance and Nominating


    Number of meetings: 4
    Chair: Kathleen C. Mitic

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


    Number of meetings:
    Chair: Robert H. Swan

    • Robert H. Swan
    • Anthony J. Bates
    • Adriane M. Brown
    • Diana Farrell

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 and Elevation Partners


Age: 74
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, Inc., 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 Corporation.

Mr. Anderson was formerly a Certified Public Accountant with Coopers & Lybrand and a captain in the U.S. Air Force. Mr. Anderson currently serves on the board of directors of Yelp Inc. 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.

Anthony J. Bates

Vice Chairman of the board of Social Capital Hedosophia Holdings Corp.


Age: 51
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: VMware, Inc. (since 2016)
Social Capital Hedosophia Holdings Corp. (since 2017)
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: Mr. Bates brings strong leadership expertise to the Board. He currently serves on the boards of VMware, Inc. and Social Capital Hedosophia Holdings Corp., and formerly served as the President and a board member of GoPro, Inc. He is the 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.

Experience

Mr. Bates is the Vice Chairman of the board of Social Capital Hedosophia Holdings Corp. (a special purpose acquisition company) as well as a board partner in support of Netskope (a portfolio company). From May 2017 through June 2018, Mr. Bates held the position of Chief Executive Officer of Growth at Social Capital. He is also a member of the boards of directors of GoPro, Inc. and VMware, Inc., where he is chair of the Mergers & Acquisitions committee.

Prior to joining Social Capital, Mr. Bates was the President of GoPro, Inc. and helped with the initial public offering of the company. Before joining GoPro, Inc., Mr. Bates was the executive vice president of Microsoft’s Business Development and Evangelism group, responsible for the company’s relationships with key OEMs, strategic innovation partners, independent software vendors and developers. Mr. Bates also led Microsoft’s corporate strategy team.

Mr. Bates was also the president of Microsoft’s Skype Division and the Chief Executive Officer of Skype prior to its acquisition in October of 2011. As the Chief Executive Officer of Skype, Mr. Bates helped grow the number of users from 100 million to over 300 million and revenues of the company to $1 billion. Preceding Skype, Mr. Bates was Senior Vice President and General Manager of Cisco’s enterprise, commercial and small business group as well as leader of its service provider and high-end router business units. Before Cisco, Mr. Bates spearheaded the backbone-engineering strategy for Internet MCI. Mr. Bates also served as a member of the boards of YouTube and LoveFilm.

Mr. Bates has more than 25 years of experience in the Internet and telecommunications industries, and has published 12 IETF RFCs in the areas of Internet routing and operations. Mr. Bates also holds 10 patents in the area of Layer 2 and Layer 3 network innovations.

Adriane M. Brown

Venture Partner at Flying Fish Fund


Age: 60
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards: Allergan Plc (since 2017);
Raytheon Company (since 2018)
Qualifications:

Director Qualifications

  • Global Business Leadership: Ms. Brown brings to the Board her extensive business leadership experience leading a number of global technology and commercial businesses. She possesses significant experience driving business strategy, business development, R&D, manufacturing and sales, and serving customers worldwide. She is known for driving innovation, customer expansion and business growth.
  • Leadership: Ms. Brown served as President and Chief Operating Officer for Intellectual Ventures (“IV”) from January 2010 to July 2017, after more than 25 years in leadership roles in corporate America. During her tenure at IV, the company delivered more than $3B in Revenue, invented the technology enabling 14 companies and joint ventures, acquired 50 customers and established Global Good and Research, which is making significant inroads in global health through invention and innovation.

Experience

Ms. Brown became a Venture Partner at Flying Fish Fund in November 2018. Prior to that, Ms. Brown served as President and Chief Operating Officer for IV from January 2010 through July 2017, and served as a Senior Advisor until December 2018. Before joining IV, Ms. Brown served as President and Chief Executive Officer of Honeywell Transportation Systems. Over the course of 10 years at Honeywell, she held leadership positions serving the aerospace and automotive markets, globally. Prior to Honeywell, Ms. Brown spent 19 years at Corning ultimately serving as VP and GM, Environmental Products Division, having started her career there as a shift supervisor.

Ms. Brown also serves on the board of directors of Allergan Plc, Raytheon Company and Washington Research Foundation. She is also on the board of directors of the Pacific Science Center and Jobs for America’s Graduates.

Ms. Brown holds a Doctorate of Humane Letters and a bachelor’s degree in environmental health from Old Dominion University, and was named a Distinguished Alumni. She also holds a master’s degree in management from the Massachusetts Institute of Technology where she was a Sloan Fellow.

Jesse A. Cohn

Partner, Head of U.S. Equity Activism, Elliott Management Corporation


Age: 38
Director since: 2019
Independent: Yes
Board Committees:
Other Public Boards: Citrix Systems, Inc. (since 2015)
Qualifications:

Director Qualifications

  • Technology Industry Experience: Extensive experience in the technology industry, sitting on the boards of technology companies.
  • Leadership: As the Head of U.S. Equity Activism at Elliot Management Corporation, and as a member of the boards of multiple technology companies, Mr. Cohn brings strong leadership experience to the Board.

Experience

Mr. Cohn is a Partner, member of the Management Committee, and the Head of U.S. Equity Activism at Elliott Management Corporation. Mr. Cohn’s primary responsibility is to manage U.S. equity activist efforts, and he spends considerable time focusing on Elliott’s technology investments.

Mr. Cohn serves on the Board of Directors of Citrix Systems, Inc. and is a member of the Advisory Board at the Harvard Law School Program on Corporate Governance. Prior to joining Elliott in 2004, Mr. Cohn was an Analyst in the mergers and acquisitions group at Morgan Stanley. He earned his B.S. in Economics from the University of Pennsylvania’s Wharton School of Business, from which he graduated summa cum laude.

Diana Farrell

Founding President and Chief Executive Officer of the JPMorgan Chase Institute


Age: 54
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Director Qualifications

  • Global Economic Experience: Previously global head of the McKinsey Global Institute (MGI), McKinsey Center for Government (MCG), and as a leading economic advisor to the President of the United States, covering the breadth of the economic agenda. She is also member of several economic and international policy groups and a trustee leading economic think tanks (see below).
  • Finance Experience: Extensive financial experience, having served as the Chief Executive Officer and founding President of the JPMorgan Chase Institute. Led major research on global capital markets at MGI, and led the interagency process on all financial policy when Deputy Director of the National Economic Council.
  • Leadership: Founding President and Chief Executive Officer of the JPMorgan Chase Institute. Prior to that, Ms. Farrell served as Senior Partner at McKinsey & Company, as well as Global Head of McKinsey Global Institute and McKinsey Center for Government. She was Deputy Director of the National Economic Council. She has a strong record of serving on non-profit boards and leading economic and policy organizations.
  • Experience: Ms. Farrell is the founding President and Chief Executive Officer of the JPMorgan Chase Institute, committed to delivering data rich analyses and expert insights for the public good. Previously, Ms. Farrell was a Senior Partner at McKinsey & Company where she led the Global McKinsey Center for Government and the McKinsey Global Institute. She is an active trustee and member of a range of leading economic and policy organizations.

Experience

Ms. Farrell is the founding President and Chief Executive Officer of the JPMorgan Chase Institute, committed to delivering data rich analyses and expert insight for the public good. Previously, Ms. Farrell was the Global Head of the McKinsey Center for Government and the McKinsey Global Institute.

Ms. Farrell also served in the White House as Deputy Director of the National Economic Council and Deputy Assistant to the President on Economic Policy from 2009-2010. During her tenure, she led interagency processes and stakeholder management on a broad portfolio of economic and legislative initiatives. Ms. Farrell coordinated policy development and stakeholder engagement around the passage of the Dodd-Frank Act and served as a member of the President’s Auto Recovery Task Force.

Ms. Farrell also currently serves on the board of directors for The Urban Institute and the National Bureau of Economic Research, and is a Trustee Emeritus of Wesleyan University School. In addition, Ms. Farrell is a Trustee of the Trilateral Commission and served as a Co-Chair of the World Economic Forum’s Council on Economic Progress. Ms. Farrell is also a member of the Council on Foreign Relations, the Economic Club of New York, the Aspen Strategy Group, the Bretton Woods Committee and the National Academies of Science’s Committee on National Statistics,

Ms. Farrell holds a M.B.A. from Harvard Business School, and has a B.A. from Wesleyan University, from where she was awarded a Distinguished Alumna award.

Logan D. Green

Chief Executive Officer and co-founder of Lyft Inc.


Age: 35
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards: Lyft, Inc. (since 2019)
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. since 2012, which serves 50 million riders a month. Lyft Inc. grew out of Zimride, a rideshare company previously co-counded by Mr. Green in 2007. Zimride was acquired by Enterprise Rent-a-car. Mr. Green recevied his B.A. in Business Economics from the University of California, Santa Barbara.

Bonnie S. Hammer

Chairman, Direct-to-Consumer and Digital Enterprises, NBCUniversal


Age: 68
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, Direct-to-Consumer and Digital Enterprises for NBCUniversal, Ms. Hammer’s executive oversight of the media company’s forthcoming new streaming service and Digital Enterprises group, plus her previous decades-long oversight of prominent cable brands and production studios, provides the Board with strong leadership experience.

Experience

Ms. Hammer was named Chairman, Direct-to-Consumer and Digital Enterprises, NBCUniversal in January 2019. In this role, Hammer is leading the development and launch of NBCUniversal’s recently announced streaming service, which will debut in 2020. Additionally, Hammer has oversight of the NBCUniversal Digital Enterprises group and the company’s investments in BuzzFeed, Vox and Snap.

Prior to this appointment Hammer was Chairman of NBCUniversal Cable Entertainment and Cable Studios, a position she held since 2010. In that capacity, Ms. Hammer had executive oversight of leading cable brands including USA Network, Bravo, SYFY, E! Entertainment, Oxygen and Universal Kids. She also had oversight of two Hollywood studios: Universal Cable Productions and Wilshire Studios; and the digital business, Bluprint.

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. Additionally, Ms. Hammer serves 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. In 2017, Boston University awarded her an Honorary Doctorate of Humane Letters.

Kathleen C. Mitic

Founder and former CEO, Sitch, Inc.


Age: 49
Director since: 2011
Independent: Yes
Board Committees:
Other Public Boards: RH (f/k/a 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 over twenty 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

From 2012 to 2017, Ms. Mitic was the Chief Executive Officer of Sitch, Inc., (formerly known as Three Koi Labs, Inc.), a mobile start-up company she founded. 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 RH (formerly known as Restoration Hardware Holdings, Inc.), where she serves as a member of the Audit Committee. She also serves on the board of directors of Headspace Inc.

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

Matthew J. Murphy

President and Chief Executive Officer, Marvell Technology


Age: 46
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards: Marvell Technology (since 2016)
Qualifications:

Director Qualifications

  • Technology Industry Experience: Extensive technology industry experience, member of the board of Global Semiconductor Alliance and Semiconductor Industry Association.
  • Leadership: President, Chief Executive Officer and member of the board of Marvell Technology.

Experience

Mr. Murphy is President and Chief Executive Officer of Marvell Technology. He has led the company since joining in July 2016 and also serves as a member of the company’s Board of Directors. Prior to Marvell, Matt worked for Maxim Integrated in a series of business leadership roles over two decades. Most recently, he served as Executive Vice President of Business Units and Sales & Marketing, overseeing all product development and go-to-market activities.

Mr. Murphy earned a B.A. from Franklin & Marshall College, and is also a graduate of the Stanford Executive Program. He serves on the boards of directors of the Global Semiconductor Alliance (GSA), and Semiconductor Industry Association (SIA), where he was elected SIA Board Chair for 2018.

Pierre M. Omidyar

Founder, eBay Inc.


Age: 51
Director since: 1996
Independent: Yes
Board Committees:
Other Public Boards:
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, Mr. Omidyar served 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 served as director of PayPal Holdings Inc. from July 2015 to May 2017.

Mr. Omidyar and his wife Pam are active philanthropists, engaged in the philanthropic organizations of The Omidyar Group, a few of which include: Democracy Fund, HopeLab, Humanity United, Omidyar Network, Ulupono Initiative, and the recently-launched Luminate, Flourish, and Spero. 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 of First Look Media, a 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 the 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: 62
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: None

Qualifications:

Director Qualifications

  • Financial Expertise: Mr. Pressler has been a partner at the private equity firm Clayton, Dubilier & Rice, LLC since 2009.
  • Leadership: Mr. Pressler has extensive leadership experience as former Chairman of David’s Bridal, Inc., Chairman of SiteOne Landscape Supply, Inc. and Interim Chief Executive Officer of David’s Bridal, Inc. He was also the former Chair of the board of AssuraMed Holding, Inc. In addition, Mr. Pressler 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 as 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 previously served as Chairman of David’s Bridal, a retail company specializing in formalwear. 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 currently serves on the board of directors of The DryBar, Inc., Wilsonart, Inc. and YearUp.

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

Robert H. Swan

Chief Executive Officer, Intel Corporation


Age: 58
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Intel Corporation (since 2019)
Qualifications:

Director Qualifications

  • Financial Expertise: Mr. Swan was named Chief Executive Officer of Intel Corporation in January 2019, where he previously served as Executive Vice President and Chief Financial Officer 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 Chief Financial Officer at Electronic Data Systems Corp., TRW, Inc., and Webvan Group, Inc.

Experience

Mr. Swan joined Intel Corporation, a multinational technology company, in 2016 where he served as its Executive Vice President and Chief Financial Officer until being named Chief Executive Officer in January 2019. From 2015 to 2016, Mr. Swan served as an Operating Partner of General Atlantic, a leading global growth 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: 65
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 is also 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. He has 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), The Hoover Institution 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: 62
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Morgan Stanley (since 2015);
The 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 The 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: 52
Director since: 2015
Independent: No
Board Committees:
Other Public Boards: General Motors Co. (since 2018)
Qualifications:

Director Qualifications 

  • Technology Industry Experience: Mr. Wenig was President of eBay’s Marketplaces business from 2011 to July 2015. Mr. Wenig was also Chief Executive Officer 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 Chief Executive Officer of eBay and he is currently on the board of directors of General Motors. He previously served as Chief Executive Officer 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 Chief Executive Officer 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 global media company. 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.

In addition to the eBay board, Mr. Wenig also serves on the board of directors of General Motors. He is currently a member of the Business Council and is the co-chair of the World Economic Forum’s Consumer Industries Steering Committee.

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

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.

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 vest based on our achievement of specified financial performance goals over a two-year performance period. Under our annual cash incentive plan, 75% of each named executive officer’s bonus payout for 2018 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, and there is a reduced payout for individual performance if Company performance is below target. 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, particularly in light of our annual evaluation of, and periodic refinements to, the program. 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 2019 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2018 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 2020 Annual Meeting.

Proposal 3 — Ratification of Appointment of Independent Auditors

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, 2019. PwC has served as our auditors since 1997. 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, 2017 and December 31, 2018, fees for services provided by PwC were as follows (in thousands):

  1. For 2017 and 2018, includes approximately $0.4 million, for each year, 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 audit function 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, is 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) (“PCAOB”) 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 (“GAAP”) 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 2018 and in early 2019, in connection with the preparation of eBay’s Annual Report on Form 10-K for the year ended December 31, 2018, 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 senior management;
  • Conferred with PwC and 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 used, all alternative treatments of financial information within GAAP 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 ten meetings in 2018. Throughout the year, we conferred with PwC, eBay’s internal audit function, and senior management in separate executive sessions to discuss any matters that the Audit Committee, PwC, the internal audit function, 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 applicable requirements of the PCAOB and the SEC. The Audit Committee received written disclosures and a letter from PwC required by the applicable PCAOB requirements for independent accountant communications with audit committees concerning auditor independence, and discussed the independence of PwC with that firm. We 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/governance-documents/. Any future changes in the Audit Committee Charter will also be reflected on the website.

Based on the 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, 2018, which eBay filed with the SEC on January 30, 2019. We have also approved the appointment of PwC as our independent auditors for the fiscal year ending December 31, 2019.

AUDIT COMMITTEE

Proposal 4 – Management Proposal to Amend Special Meeting Provisions in the Company’s Certificate of Incorporation and Bylaws

After careful consideration, the Board recommends that stockholders vote “FOR” the proposal to amend certain provisions of our charter and bylaws that grant stockholders who own at least 25% of the Company’s outstanding shares of capital stock and satisfy other requirements the ability to direct the Company to call a special meeting of stockholders (the “Special Meeting Threshold” and together with the related provisions the “Special Meeting Provisions”). This amendment would lower the threshold for stock ownership to permit stockholders who own at least 20% of our outstanding capital stock in the aggregate to call a special meeting of stockholders.

Existing Special Meeting Provisions

The Special Meeting Provisions, which are set forth in Article VI, Section E of the charter and Article I, Section 1.3 of the bylaws, may be summarized as follows:

  • One or more stockholders of record that together have continuously held (for their own account or on behalf of others) beneficial ownership of at least 25% of the outstanding common stock of the Company for at least 30 days as of the date such request is delivered have the ability to require the Company to call a special meeting of its stockholders.
  • Stock ownership is determined under a “net long position” standard to provide assurance that stockholders seeking to call a special meeting possess both (i) full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares.
  • The date of any special meeting requested must be not more than 90 days after the date on which the request is validly delivered to the Company.

The above summary is subject, in all respects, to the Special Meeting Provisions of our charter and bylaws, which are attached to this Proxy Statement as Appendix A and Appendix B, respectively.

Amendment of the Special Meeting Provisions​

Pursuant to the proposed amendment to the charter and the corresponding amendment to the bylaws, the Special Meeting Threshold would be reduced from 25% to 20%. No other provisions of the charter or bylaws would be amended in connection with this action. In both Appendix A and Appendix B, additions of text to our charter and bylaws, respectively, are indicated by underlining and deletions of text are indicated by strike-outs.

Board Consideration of Appropriate Stockholder Special Meeting Rights​

At the Company’s 2018 Annual Meeting of Stockholders, we proposed that stockholders ratify the Special Meeting Provisions, including amendments we made to expand the circumstances under which stockholders may require eBay to call a special meeting. Of the votes cast, 53% were in favor of ratification of the Special Meeting Provisions. We saw the ratification proposal as a mechanism for facilitating further stockholder engagement, so we continued to solicit input from our stockholders thereafter.

Over the past year, we had productive discussions with many of our stockholders on this matter, engaging with stockholders representing over 33% of outstanding shares. As a result of the feedback we received, the Board determined that eBay’s stockholders generally preferred a slightly lower Special Meeting Threshold and so approved a proposed amendment to the charter to reduce the Special Meeting Threshold to 20% of eBay’s outstanding stock, subject to stockholder approval. In addition, the Board has approved a corresponding amendment to our bylaws, which will become effective if and when the amendment to the charter becomes effective.

The Board is strongly committed to good corporate governance and continues to support the practice of permitting stockholders to request special meetings, provided that the meeting is called by stockholders owning a significant percentage of the shares of eBay. The Board determined that it is consistent with best corporate governance practices and in the best interests of eBay and its stockholders to amend the charter and the bylaws to permit stockholders who hold 20% or more of eBay’s outstanding capital stock to call special meetings, subject to the procedures and other requirements as provided in the bylaws.

Nevertheless, the Board continues to believe that special meetings should only be called to consider extraordinary events that are of interest to a broad base of stockholders that cannot be delayed until the next annual meeting. The Board also believes that a 20% ownership threshold to request a special meeting strikes a reasonable balance between enhancing stockholder rights and protecting against the risk that a small minority of stockholders, including stockholders with special interests, could call one or more special meetings that could result in unnecessary financial expense and disruption to our business. Preparing for a stockholder meeting requires significant attention of our directors, officers and employees, diverting their attention away from performing their primary function of operating eBay’s business in the best interests of our stockholders. Likewise, the Board believes that only stockholders with a true economic and non-transitory interest in eBay should be entitled to utilize the special meeting mechanism.

Required Vote​

The proposed amendment to our charter requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote on the subject matter. If this proposal to amend our charter is approved by our stockholders, the resulting charter will be filed with the Secretary of State of the State of Delaware shortly after the Annual Meeting. The Board has approved the proposed corresponding amendment to the bylaws, which will become effective if and when the amendment to the charter becomes effective. If this proposal to amend our charter is not adopted and approved, the current right of holders of record of at least 25% of the Company’s outstanding capital stock to call a special meeting will remain unchanged.

The Board of Directors Recommends a Vote FOR Proposal 4.

Proposal 5 – Stockholder Proposal Requesting that the Board Require an Independent Chair

John Chevedden has advised the Company that he intends to present the following stockholder proposal at the 2019 Annual Meeting. Mr. Chevedden has indicated that he holds the requisite number of shares of eBay common stock in accordance with Rule 14a-8 requirements. eBay will provide the address of the proponent promptly upon a stockholder’s oral or written request.

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 2019 Annual Meeting only if properly presented by or on behalf of the proponent.

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 Currently Has an Independent Chairman of the Board, and Our Current Corporate Governance Guidelines Provide for Strong, Independent Leadership

Mr. Thomas J. Tierney, by appointment of the Board, has served as the independent Chairman of the Board since July 2015. During his tenure as Chairman, Mr. Tierney has demonstrated strong leadership, independent thinking and a deep understanding of the business, which has been enhanced by his tenure as a director of eBay since 2003. Since being appointed as the independent Chair, Mr. Tierney has worked with the rest of the Board to oversee significant strategic and leadership changes at the Company, including the Company’s refocused corporate and capital allocation strategy and the rigorous search for and appointment of seven new independent members of the Board.

Our Corporate Governance Guidelines also provide for strong, independent leadership of our Board, requiring that our Chairman be separate from our CEO and, if our Chairman of the Board were not independent, our independent directors would designate a Lead Independent Director. The Lead Independent Director has clearly delineated responsibilities, and would be involved in all significant corporate decisions.

Our Board also consists of strong leadership that remains accountable to eBay’s stockholders. Each of our directors is subject to re-election by stockholders annually, and each is subject to a majority voting policy. Our Corporate Governance Guidelines mandate a Board composed of directors with high-level managerial experience and of the utmost character and integrity and provide that our Corporate Governance and Nominating Committee should consider diversity, including gender and race, when evaluating potential directors. Directors are expected to be highly engaged and represent the balanced, best interests of the stockholders as a whole. Stock ownership requirements of our executive officers and directors help align the interests of our leadership with those of our stockholders, as well.

We also highly value the independence of our Board, who provide strong, independent oversight over our business and the execution of our corporate strategy. Fourteen of eBay’s 15 directors are independent, and our Board has been consistently refreshed, with five new directors added to the Board within the last three years. Our Corporate Governance Guidelines also mandate that each of eBay’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee must consist solely of independent directors.

eBay’s current Corporate Governance Guidelines and processes ensure that the Board, including the Chairman of the Board, will serve the best interests of and will be held accountable by our stockholders. The Board recognizes the importance of its leadership structure to our stockholders and regularly seeks feedback on the topic through stockholder engagement, which it then uses in its reexamination of its policies on an ongoing basis to make sure that they sufficiently continue to be in the best interests of our stockholders.

The Roles of the Chairman of the Board and CEO are Required to be Separate Under Our Corporate Governance Guidelines

Our Corporate Governance Guidelines also already mandate that the positions of the Chairman of the Board and CEO should be held by separate individuals. The Board has mandated this separation because we believe it aids in the Board’s oversight of management and allows our CEO to focus primarily on his management responsibilities. This separation was thoughtfully designed by the Board to bolster strong, independent leadership of the Board but also to allow the Board to retain a degree of flexibility when choosing a Chairman of the Board.

A Flexible Leadership Structure is the Most Effective for eBay and Our Stockholders

The Board’s current Corporate Governance Guidelines ensure strong independent leadership while still giving the Board flexibility that the adoption of a mandate that the Chairman of the Board be an independent director would not. Such a requirement would limit the Board’s ability to select the style of leadership best suited to meet the needs of eBay and its stockholders based on the relevant facts, circumstances, and criteria as they exist at the time, including a situation where having a Chairman of the Board who is not independent (but is still supported by a Lead Independent Director) would be in the best interests of eBay and its stockholders. The Board must have a certain degree of discretion, and we believe the current approach provides the necessary flexibility in determining eBay’s Board governance structure.

Ensuring flexibility by not mandating the Chairman of the Board be independent is consistent with the practices of many Fortune 100 and S&P 500 companies. As reported in the Spencer Stuart 2018 Board Index, only 30% of all S&P 500 companies have an independent Chairman of the Board. In addition, we do not believe the stockholder proposal advocating for an independent Chairman of the Board policy is based on experience or evidence. While studies have suggested that the separation of the Chairman of the Board and CEO roles as we have done is beneficial, no empirical study supports the argument that a policy requiring the Chairman of the Board to be independent inherently leads to better performance, to the Company’s knowledge. The Board should have the flexibility to permit the Chairman of the Board to be a non-independent director when deemed to be in the best interests of eBay and its stockholders. The proposal’s offer to phase in the mandatory independent Chair policy for the next CEO transition fails to address the importance of maintaining that flexibility.

eBay Has Strong Stockholder Rights and Stockholder Engagement Practices

In addition to our Corporate Governance Guidelines, we also have strong corporate governance policies and practices overall, including the stockholder rights available under our bylaws and charter and our demonstrated commitment to stockholder engagement and responsiveness to stockholder concerns. The following is a list of some corporate governance provisions that demonstrate eBay’s commitment to transparency and accountability, including certain Corporate Governance Guidelines mentioned above:

We regularly engage with our stockholders and seek feedback about our corporate governance policies and practices. Our Board carefully considers the stockholder input it receives and makes changes to our corporate governance policies and practices as appropriate. For example, in response to feedback we received last year from stockholders regarding their special meeting rights, we amended our bylaws to expand the circumstances under which stockholders may require eBay to call a special meeting and are proposing to lower the ownership threshold requirement for when stockholders can call special meetings. Stockholders can also communicate directly with the Board and/or individual directors at the following address: c/o Corporate Secretary, eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125.

In summary, the Board believes the adoption of this proposal is unnecessary because of eBay’s commitment to strong independent leadership, separation of the Chairman of the Board and CEO positions, need of flexibility in determining eBay’s Board governance structure, and meaningful corporate governance and stockholder engagement policies. A vote “FOR” the proposal would upset the careful balance eBay has struck between ensuring the leadership remains accountable to eBay’s stockholders while being best suited to meet their needs. The Board has carefully considered this proposal and does not believe that it is in the best interests of eBay and its stockholders for these reasons.

The Board of Directors Recommends a Vote AGAINST Proposal 5.

 

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