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 25, 2025

eBay Inc.
(Exact name
of registrant as specified in its charter)
Delaware |
001-37713 |
77-0430924 |
(State
or other jurisdiction |
(Commission
File Number) |
(I.R.S.
Employer |
of
incorporation) |
|
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:
o | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 o
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. o
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As further described in Item 5.07
of this Current Report on Form 8-K (this “Report”), at the 2025 Annual Meeting of Stockholders of eBay Inc. (the “Company”)
held on June 25, 2025 (the “2025 Annual Meeting”), the Company’s stockholders, upon recommendation of the Company’s
Board of Directors (the “Board of Directors”), approved the amendment and restatement of the eBay Inc. Equity Incentive
Award Plan (the “Plan”), including to increase the aggregate number of shares of common stock of the Company reserved
for issuance under the Plan by an additional 20,000,000 shares.
A description of the Plan, as amended
and restated, is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on April 30, 2025 (the “Proxy Statement”) in the section entitled “Proposal 4: Approval of the Amendment
and Restatement of our Equity Incentive Plan,” which description is incorporated herein by reference. The description is
qualified in its entirety by reference to the full text of the Plan, as amended and restated, a copy of which is filed as Exhibit
10.1 to this Report and incorporated herein by reference.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting, the Company’s
stockholders voted on the following six proposals:
| 1. | The
election of 11 director nominees named in the Proxy Statement, each to serve as a member
of the Board of Directors until the Company’s 2026 Annual Meeting of Stockholders
(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, 2025 (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 the amendment and restatement of the Plan (Proposal 4); |
| 5. | The
stockholder proposal regarding the Company’s special stockholder meeting threshold
(Proposal 5); and |
| 6. | The
stockholder proposal regarding the Company’s director election resignation governance
policy (Proposal 6). |
The following
is a summary of the matters voted on at the meeting.
| 1. | Proposal
1 – Election of Directors. Each of the 11 director nominees named in the Proxy
Statement was elected to serve until the Company’s 2026 Annual Meeting of Stockholders.
The voting results were as follows: |
Director
Name |
|
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
Adriane
M. Brown |
|
358,981,781 |
|
23,109,834 |
|
250,078 |
|
38,712,920 |
Aparna
Chennapragada |
|
381,707,204 |
|
386,458 |
|
248,031 |
|
38,712,920 |
Logan
D. Green |
|
374,853,249 |
|
7,240,102 |
|
248,342 |
|
38,712,920 |
E.
Carol Hayles |
|
371,631,620 |
|
10,465,378 |
|
244,695 |
|
38,712,920 |
Jamie
Iannone |
|
381,148,906 |
|
953,897 |
|
238,890 |
|
38,712,920 |
Shripriya
Mahesh |
|
381,664,917 |
|
413,627 |
|
263,149 |
|
38,712,920 |
William
D. Nash |
|
380,133,681 |
|
1,957,419 |
|
250,593 |
|
38,712,920 |
Paul
S. Pressler |
|
373,274,105 |
|
8,818,386 |
|
249,202 |
|
38,712,920 |
Zane
Rowe |
|
380,917,659 |
|
968,803 |
|
455,231 |
|
38,712,920 |
Mohak
Shroff |
|
381,121,040 |
|
966,206 |
|
254,447 |
|
38,712,920 |
Perry
M. Traquina |
|
379,519,962 |
|
2,563,232 |
|
258,499 |
|
38,712,920 |
| 2. | Proposal
2 – Ratification of Appointment 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, 2025. The
voting results were as follows: |
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
362,464,853 |
|
58,313,212 |
|
276,548 |
|
N/A |
| 3. | Proposal
3 – Advisory Vote to Approve 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 |
331,814,746 |
|
49,572,811 |
|
954,136 |
|
38,712,920 |
| 4. | Proposal
4 – Approval of the Amendment and Restatement of the eBay Equity Incentive Award
Plan. The Company’s stockholders approved the amendment and restatement of
the eBay Inc. Equity Incentive Award Plan. The voting results were as follows: |
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
208,616,937 |
|
173,387,036 |
|
337,720 |
|
38,712,920 |
| 5. | Proposal
5 – Stockholder Proposal Regarding the Company’s Special Stockholder Meeting
Threshold. The Company’s stockholders did not approve the stockholder proposal
regarding the ownership requirement for stockholders to call a special meeting. The voting
results were as follows: |
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
187,218,891 |
|
194,524,451 |
|
598,351 |
|
38,712,920 |
| 6. | Proposal
6 – Stockholder Proposal Regarding the Company’s Director Election Resignation
Governance Policy. The Company’s stockholders did not approve the stockholder
proposal regarding the Company’s director election resignation governance policy.
The voting results were as follows: |
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
65,834,171 |
|
315,979,380 |
|
710,142 |
|
38,712,920 |
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 |
10.1 |
|
eBay Inc. Equity Incentive Award Plan, as amended and restated |
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 hereunto duly authorized.
|
eBay
Inc. |
|
(Registrant) |
|
|
|
Date:
June 30, 2025 |
/s/
Samantha Wellington |
|
Name:
Samantha Wellington |
|
Title:
Senior Vice President, Chief Legal Officer and Secretary |
|
|
|