8-K 1 form8-k2016annualmeeting.htm FORM 8-K 8-K


    


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): April 27, 2016

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.)

2065 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive offices)

(408) 376-7400
(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 (see General Instruction A.2. below):

¨    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))







Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2016 Annual Meeting of Stockholders of eBay Inc. (the “Company”) held on April 27, 2016 (the “2016 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 50,000,000 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  23, 2016 (the “Proxy Statement”). The summary of the 2008 Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the 2008 Plan, which is filed as Exhibit 10.01 to this report and is incorporated in response to this Item by reference thereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2016 Annual Meeting, the Company’s stockholders voted on the following five proposals:
1.
The election of 11 director nominees to serve as members of the Board of Directors until the Company's 2017 Annual Meeting of Stockholders or until his or her 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 plan by 50,000,000 shares (Proposal 3);
4.
The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for the Company's fiscal year ending December 31, 2016 (Proposal 4); and
5.
A stockholder proposal regarding gender pay equity (Proposal 5).
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 proposed by the Company was elected to serve until the Company's 2017 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified. The voting results were as follows:
Director Name
Votes For
Votes Against
Abstensions
Broker Non-Votes
Fred D. Anderson
 927,527,414
6,602,341
 580,230
65,691,918
Edward W. Barnholt
 915,841,534
18,256,543
 611,908
65,691,918
Anthony J. Bates
 917,530,198
16,590,542
 589,245
65,691,918
Bonnie S. Hammer
 921,446,470
12,693,379
 570,136
65,691,918
Kathleen C. Mitic
 920,092,514
14,043,989
 573,482
65,691,918
Pierre M. Omidyar
 923,368,911
10,792,689
 548,385
65,691,918
Paul S. Pressler
 930,824,701
3,294,624
 590,660
65,691,918
Robert H. Swan
 927,963,080
6,163,636
 583,269
65,691,918
Thomas J. Tierney
 913,819,201
20,296,870
 593,914
65,691,918
Perry M. Traquina
 932,887,731
1,232,852
 589,402
65,691,918
Devin N. Wenig
 930,283,407
3,861,544
 565,034
65,691,918

2.
Proposal 2 – Advisory Vote on Executive 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
Abstensions
Broker Non-Votes
 865,970,457
 65,716,025
 3,023,503
65,691,918





3.
Proposal 3 – Amendment and Restatement of 2008 Plan. The Company's 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 50,000,000 shares. The voting results were as follows:
Votes For
Votes Against
Abstensions
Broker Non-Votes
521,827,480
411,999,348
883,157
65,691,918

4.
Proposal 4 – 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, 2016. The voting results were as follows:
Votes For
Votes Against
Abstensions
Broker Non-Votes
989,328,739
10,611,341
461,823
0

5. Proposal 5 – Stockholder Proposal Regarding Gender Pay Equity. The Company's stockholders did not approve the stockholder proposal regarding gender pay equity. The voting results were as follows:
Votes For
Votes Against
Abstensions
Broker Non-Votes
417,093,396
397,086,399
120,530,190
65,691,918


Item 9.01. Financial Statements and Exhibits.

Exhibit
No.
Description
10.01
Registrant's 2008 Equity Incentive Award Plan, as amended and restated.







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: April 27, 2016
/s/ Kathryn W. Hall
 
 
Name: Kathryn W. Hall
 
 
Title: Vice President, Legal, Deputy General Counsel and Assistant Secretary





EXHIBIT INDEX
Exhibit
No.
Description
10.01
Registrant's 2008 Equity Incentive Award Plan, as amended and restated.