Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Check the appropriate box:
☐ Preliminary Proxy StatementFiled by a party other than the Registrant ☐
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
eBay Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
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☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Notice of Annual Meeting of Stockholders
To our Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of eBay Inc., a Delaware corporation, will be held on Thursday, May 30, 2019, at 8:00 a.m. Pacific Time at our principal executive office located at 2025 Hamilton Avenue, San Jose, California 95125.
Items of Business | • | Election of 15 directors named in the accompanying Proxy Statement to our Board of Directors (the |
"Board") to hold office until our 2020 Annual Meeting of Stockholders | ||
• | Advisory vote to approve named executive officer compensation | |
• | Ratification of appointment of independent auditors | |
• | Management proposal to amend special meeting provisions in the Company's charter and bylaws | |
• | Stockholder proposal requesting that the Board require an independent chair, if properly presented | |
• | Transaction of such other business as may properly come before the Annual Meeting or any | |
adjournment or postponement of the Annual Meeting | ||
Record Date |
Our Board has fixed the close of business on April 5, 2019, as the record date for identifying those stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement of the Annual Meeting.
These items of business are described more fully in the accompanying Proxy Statement. We will be providing access to our proxy materials over the Internet under the Securities and Exchange Commission's "notice and access" rules. As a result, on or about April 19, 2019, we are mailing to many of our stockholders a notice instead of a paper copy of the Proxy Statement and our 2018 Annual Report.
Your vote is important. Regardless of whether you plan to participate in the Annual Meeting, we hope you will vote as soon as possible. You may cast your vote over the Internet, by telephone, by mail or during the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 30, 2019: THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AThttps://investors.ebayinc.com/financial-information/annual-reports/default.aspx
This Proxy Statement will also be available in interactive form athttps://iiwisdom.com/ebay-2019
By Order of the Board of Directors
Marie Oh Huber
Secretary
Table of Contents
Table of Contents
PROXY STATEMENT SUMMARY
CORPORATE GOVERNANCEOur Corporate Governance PracticesSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Section 16(a) Beneficial Ownership Reporting
Compliance
CERTAIN TRANSACTIONS WITH DIRECTORS AND OFFICERS
PROPOSALS REQUIRING YOUR VOTE
PROPOSAL 1 - Election of Directors
PROPOSAL 2 - Advisory Vote to Approve Named
Executive Officer Compensation
PROPOSAL 3 - Ratification of Appointment of
Independent Auditors
PROPOSAL 4 - Management Proposal
PROPOSAL 5 - Stockholder Proposal
OUR EXECUTIVE OFFICERS
MESSAGE FROM THE COMPENSATION COMMITTEE
COMPENSATION DISCUSSION AND ANALYSISExecutive Summary
1 6
1 - Elements of Our Executive Compensation Program 2 - Compensation Decisions for 2018
3 - 2018 Business Results
4 - Severance and Change In Control
15
Arrangements with Executive Officers and Clawbacks
21
5 - Further Considerations for Setting Executive Compensation
COMPENSATION COMMITTEE REPORT
22
COMPENSATION TABLES
23
2018 Summary Compensation Table 2018 Grants of Plan-based Awards
24
2018 Outstanding Equity Awards at Fiscal Year-End
24
37 39 43 45 49 50 51
2018 Option Exercises and Stock Vested Potential Payments Upon Termination or Change in Control
COMPENSATION OF DIRECTORS
2018 Director Compensation Table
EQUITY COMPENSATION PLAN INFORMATION
CEO PAY RATIO
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR 2019 ANNUAL MEETING
51
OTHER MATTERS
APPENDIX A: SPECIAL MEETING PROVISIONS - CHARTER
APPENDIX B: SPECIAL MEETING PROVISIONS - BYLAWS
54 62
65
67
70 72
73
73 76
80
83
84 88 89 91 92
93
100
A-1
B-1
Proxy Statement Summary
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
YOUR VOTE IS IMPORTANT. You are eligible to vote if you were a stockholder at the close of business on April 5, 2019 (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:
Proposals Requiring Your Vote
DescriptionBoard's Voting Recommendation
Date | Thursday, May 30, 2019 |
Time | 8:00 a.m. Pacific Time |
Location | 2025 Hamilton Avenue, San Jose, CA 95125 |
Record Date | April 5, 2019 |
How to Vote |
By Internet
By Telephone
By Mail
You can vote your shares online atwww.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.
Page | ||
Reference | ||
(for more detail) | ||
Proposal 1. Election of 15 directors named in this Proxy Statement to our Board to hold | FOR each | 24 |
office until our 2020 Annual Meeting of Stockholders | director nominee | |
Proposal 2. Advisory vote to approve named executive officer compensation | FOR | 37 |
Proposal 3. Ratification of appointment of independent auditors | FOR | 39 |
Proposal 4. Management Proposal regarding special meeting provisions | FOR | 43 |
Proposal 5. Stockholder Proposal requesting that the Board require an independent | AGAINST | 45 |
chair, if properly presented |
1
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Disclaimer
eBay Inc. published this content on 19 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 19 April 2019 17:37:04 UTC