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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 14, 2022 (June 8, 2022)

 

 

eBay Inc.

(Exact name of registrant as specified in its charter) 

     
Delaware 001-37713 77-0430924
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

2025 Hamilton Avenue

San Jose, California 95125

(Address of principal executive offices)

 

(408) 376-7008

(Registrant’s telephone number, including area code)

  

Not Applicable.

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

   
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

         
Title of each class   Trading symbol   Name of exchange on which registered
Common stock  

EBAY

 

The Nasdaq Global Select Market

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).     

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 
 

 

 

 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

At the 2022 Annual Meeting of Stockholders of the eBay Inc. (the “Company”) held on June 8, 2022, the Company’s stockholders voted on the following five proposals:

 

  1. The election of 9 director nominees each to serve as a member of the Board of Directors until the Company’s 2023 Annual Meeting of Stockholders and until his, her, or their respective successor has been elected and qualified (Proposal 1);

 

  2. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the Company’s fiscal year ending December 31, 2022 (Proposal 2);

 

  3. The approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3);

 

  4.

The approval of Amendment and Restatement of the Employee Stock Purchase Plan (Proposal 4); and

 

  5.

The stockholder proposal regarding the right for stockholders to call a special meeting (Proposal 5).

 

 

The following is a summary of the matters voted on at the meeting.

 

  1. Proposal 1 – Election of Directors.  Each of the 9 director nominees proposed by the Company was elected to serve until the Company’s 2023 Annual Meeting of Stockholders and until his, her, or their respective successor has been elected and qualified. The voting results were as follows:

 

Director Name   Votes For   Votes Against   Abstentions   Broker
Non-Votes
Adriane M. Brown     429,814,671       28,420,839       1,494,420       43,308,526  
Logan D. Green     447,091,322       11,134,042       1,504,566       43,308,526  
E. Carol Hayles     447,959,641       11,596,244       174,045       43,308,526  
Jamie Iannone     458,277,973       1,273,684       178,273       43,308,526  
Kathleen C. Mitic     441,456,335       16,760,399       1,513,196       43,308,526  
Paul S. Pressler     450,412,681       7,812,297       1,504,952       43,308,526  
Mohak Shroff     458,355,448       1,208,842       165,640       43,308,526  
Robert H. Swan     447,424,465       10,802,518       1,502,947       43,308,526  
Perry M. Traquina     447,703,255       11,840,706       185,969       43,308,526  

 

 

 

 

  2. Proposal 2 – Ratification of Independent Auditors.  The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the Company’s fiscal year ending December 31, 2022. The voting results were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
 448,160,069    54,705,123    173,264   n/a

 

  3. Proposal 3 – Advisory Vote on Named Executive Officer Compensation.  The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
 407,725,068    51,675,028    329,834    43,308,526

 

  4. Proposal 4 – Approve Amendment and Restatement of the Employee Stock Purchase Plan.  The Company’s stockholders approved the Amendment and Restatement of the Employee Stock Purchase Plan. The voting results were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
453,572,431   5,953,872   203,627   43,308,526

 

 

 

 

5.

 

Proposal 5 – Stockholder Proposal Regarding Right to Call a Special Meeting.  The Company’s stockholders did not approve the stockholder proposal regarding the right for stockholders to call a special meeting. The voting results were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
 224,698,582    234,373,277    658,071    43,308,526

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following materials are attached as exhibits to this Current Report on Form 8-K:

 

Exhibit    
No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

       
  eBay Inc.  
 

(Registrant)

 
     
       
Date: June 14, 2022 By:   /s/ Molly C. Finn    
  Name:   Molly C. Finn  
  Title: Vice President, Legal, Deputy General Counsel and Assistant Secretary

 

 

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