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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): January 12, 2023

 

 

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) 376-7108

(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(s)   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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 12, 2023, the board of directors (the “Board”) of eBay Inc. (the "Company") adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately, to:

 

· clarify and further enhance procedural mechanics in connection with stockholder nominations of directors, including by requiring a stockholder delivering a nomination notice pursuant to the advance notice provisions of the Bylaws to (i) fully comply with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and (ii) deliver reasonable evidence that such stockholder has met the requirements of Rule 14a-19(a)(3) no later than five business days prior to the applicable stockholder meeting;

 

· require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and

 

· update the Company’s requirements to align them with recent amendments to the Delaware General Corporation Law, including relating to (i) the availability of stockholder lists in connection with stockholder meetings and (ii) notices of adjournment of stockholder meetings.

 

The Bylaws also incorporate ministerial, clarifying and conforming changes.

 

The foregoing general description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Bylaws, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.

  

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
3.1   Amended and Restated Bylaws of the Company
     
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.  
     
       
Date: January 13, 2023 By:   /s/ Molly Finn     
  Name:   Molly Finn  
  Title: Vice President & Deputy General Counsel,
Corporate & Assistant Secretary

 

 

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