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EBAY INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Other Events

May 15, 2014

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the Annual Meeting of Stockholders of eBay Inc. ("eBay" or the "Company") held on May 13, 2014 (the "2014 Annual Meeting"), the Company's stockholders, upon the recommendation of the Company's Board of Directors (the "Board of Directors"), approved the amendment and restatement of the eBay Inc. 2008 Equity Incentive Award Plan (as amended, the "2008 Plan"), including an amendment to increase the aggregate number of shares authorized for issuance under the 2008 Plan by 21.6 million shares. A brief summary of the 2008 Plan was included as part of Proposal 3 in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2014 (the "Proxy Statement"). The summary of the 2008 Plan contained in the Proxy Statement is qualified by and subject to the full text of the 2008 Plan, which was filed as Appendix A to the Proxy Statement and is incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. At the 2014 Annual Meeting, the Company's stockholders voted on the following five proposals: 1. The election of four director nominees to serve as members of the Board of Directors until eBay's 2015 Annual Meeting of Stockholders or until his respective successor has been elected and qualified (Proposal 1); 2. The approval, on an advisory basis, of the compensation of the Company's named executive officers (Proposal 2); 3. The approval of the amendment and restatement of the 2008 Plan, including an amendment to increase the aggregate number of shares authorized for issuance under the 2008 Plan by 21.6 million shares (Proposal 3); 4. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for its fiscal year ending December 31, 2014 (Proposal 4); and 5. A stockholder proposal submitted by John Chevedden regarding stockholder action by written consent without a 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 four director nominees proposed by eBay was elected to serve until eBay's 2015 Annual Meeting of Stockholders or until his respective successor has been elected and qualified. The voting results were as follows:



Director Name Votes For Withheld

Fred D. Anderson 943,992,474 38,716,008 Edward D. Barnholt 936,898,712 45,809,770



Scott D. Cook 933,772,366 48,936,116

John J. Donahoe 974,300,070 8,408,412

2. Proposal 2 - Advisory Vote on Executive Compensation. Stockholders approved, on an advisory basis, the compensation of eBay's named executive officers. The voting results were as follows:



Votes For Votes Against Abstensions Broker Non-Votes 914,442,890 62,498,920 5,766,672 85,178,586

3. Proposal 3 - Amendment and Restatement of 2008 Plan. Stockholders approved the amendment and restatement of the 2008 Plan, including an amendment to increase the aggregate number of shares authorized for issuance under the 2008 Plan by 21.6 million shares. The voting results were as follows:



Votes For Votes Against Abstensions Broker Non-Votes 812,080,527 165,912,626 4,715,329 85,178,586

4. Proposal 4 - Ratification of Independent Auditors. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as eBay's independent auditors for eBay's fiscal year ending December 31, 2014. The voting results were as follows: Votes For Votes Against Abstensions 1,055,411,457 7,960,606 4,515,005



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5. Proposal 5 - Stockholder Proposal Regarding Stockholder Action by Written Consent Without a Meeting. Stockholders did not approve the stockholder proposal regarding stockholder action by written consent without a meeting. The voting results were as follows:



Votes For Votes Against Abstensions Broker Non-Votes 442,544,645 516,265,999 23,897,838 85,178,586

Item 8.01. Other Events As disclosed in the Proxy Statement, Thomas J. Tierney's two-year term as the Company's Lead Independent Director expired following the conclusion of the 2014 Annual Meeting. The independent directors of the Board of Directors have designated David M. Moffett to serve as the Company's Lead Independent Director for a two-year term beginning at the conclusion of the 2014 Annual Meeting that will expire following the conclusion of the Company's 2016 Annual Meeting of Stockholders. A description of the roles and responsibilities of the Lead Independent Director is detailed in the Company's Governance Guidelines for the Board of Directors, available at http://investor.ebayinc.com/governance.cfm.



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Source: Edgar Glimpses


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