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): May 30, 2019

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, CA 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 (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))

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
6.00% Notes due 2056	EBAYL	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

On May 30, 2019, the stockholders of eBay Inc. (the “Company”) approved the proposed amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) and the Company’s Amended and Restated Bylaws (the “Bylaws”) to allow, subject to certain terms and conditions, stockholders who own at least 20% of the Company’s outstanding shares of capital stock in the aggregate to call a special meeting of stockholders.

The foregoing general description of the amendments of the Charter and Bylaws is qualified in its entirety by reference to the text of the amendments. A copy of the Charter amendment, effective upon filing with the Delaware Secretary of State on June 4, 2019, is included as Exhibit 3.1 to this report and a copy of the Bylaws amendment, effective May 30, 2019, is included as Exhibit 3.2 to this report, each of which is incorporated by reference herein.

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

At the 2019 Annual Meeting of Stockholders of the Company held on May 30, 2019, the Company’s stockholders voted on the following five proposals:

1. The election of 15 director nominees to serve as members of the Board of Directors until the Company’s 2020 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 ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the Company’s fiscal year ending December 31, 2019 (Proposal 3);

4. The amendment of special meeting provisions in the Company’s Charter and Bylaws (Proposal 4).

5. The stockholder proposal requesting that the Board of Directors require an independent chair (Proposal 5).

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

1. Proposal 1 – Election of Directors. Each of the 15 director nominees proposed by the Company was elected to serve until the Company’s 2020 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		Abstentions		Broker Non-Votes
Fred D. Anderson Jr.		676,862,712		20,472,713		759,442		60,695,679
Anthony J. Bates		683,041,534		14,297,735		755,598		60,695,679
Adriane M. Brown		696,665,155		712,121		717,591		60,695,679
Jesse A. Cohn		696,390,268		940,692		763,907		60,695,679
Diana Farrell		696,748,952		628,414		717,501		60,695,679
Logan D. Green		695,204,732		2,123,007		767,128		60,695,679
Bonnie S. Hammer		683,071,143		14,294,666		729,058		60,695,679
Kathleen C. Mitic		683,110,828		14,273,298		710,741		60,695,679
Matthew J. Murphy		696,233,935		1,101,000		759,932		60,695,679
Pierre M. Omidyar		693,548,552		3,759,110		787,205		60,695,679
Paul S. Pressler		678,987,358		18,340,835		766,674		60,695,679
Robert H. Swan		695,164,218		2,165,983		764,666		60,695,679
Thomas J. Tierney		673,863,118		23,462,796		768,953		60,695,679
Perry M. Traquina		695,404,400		1,916,557		773,910		60,695,679
Devin N. Wenig		696,321,198		1,048,127		725,542		60,695,679

2. Proposal 2 – 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
625,037,603	72,129,961	927,303	60,695,679

3. Proposal 3 – 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, 2019. The voting results were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
734,878,099	23,103,536	808,911	n/a

4. Proposal 4 – Approval of Special Meeting Provisions. The Company’s stockholders approved the proposal to amend the special meeting provisions in the Company’s Charter and Bylaws. The voting results were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
693,070,301	3,979,535	1,045,031	60,695,679

5. Proposal 5 – Stockholder Proposal Regarding an Independent Chair. The Company’s stockholders did not approve the stockholder proposal requesting the Board of Directors require an independent chair. The voting results were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
163,581,523	533,552,618	960,726	63,428,465

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
3.1	Amended provision of the Amended and Restated Certificate of Incorporation of the Company.
3.2	Amended provision of the Amended and Restated Bylaws of the Company.

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 5, 2019
	/s/ Marc D. Rome
	Name: Marc D. Rome
	Title: Vice President, Legal, Deputy General Counsel & Assistant Secretary

EX-3.1

Exhibit 3.1

AMENDED PROVISION OF THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF THE COMPANY

ARTICLE VI

…

E. Subject to the terms of any class or series of Preferred Stock and except as required by law, special meetings of the stockholders of the corporation may be called only by: (i) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption); (ii) the Chairman of the Board; (iii) the Chief Executive Officer; or (iv) the Secretary of the corporation upon the written request of one or more stockholders of record of the corporation that together have continuously held, for their own account or on behalf of others, beneficial ownership of at least a twenty-five percent (2520%) “net long position” of the outstanding common stock of the corporation for at least 30 days prior to the date of such request and who have delivered such requests in accordance with and subject to the procedures and conditions and any other provisions set forth in the bylaws of the corporation (as amended from time to time), including any limitations set forth in the bylaws of the corporation on the ability to make such a request for such a special meeting and any provisions as to the determination and calculation of such twenty-five percent (2520%) “net long position” for such 30 day period.

EX-3.2

Exhibit 3.2

AMENDED PROVISION OF THE

AMENDED AND RESTATED BYLAWS OF THE COMPANY

ARTICLE I

…

Section 1.3: Special Meetings. (a) General. Special meetings of the stockholders, for any purpose or purposes described in the notice of the meeting, may be called by (i) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), (ii) the Chairman of the Board or (iii) the Chief Executive Officer of the Corporation, and shall be held at such place, if any, on such date, and at such time as they shall fix. Subject to the provisions of Section 1.3(b) and other applicable provisions of these bylaws, a special meeting of stockholders shall be called by the Secretary of the Corporation upon the written request (a “Stockholder Requested Special Meeting”) of one or more stockholders of record of the Corporation that together have continuously held, for their own account or on behalf of others, beneficial ownership of at least a twenty-five percent (2520%) aggregate “net long position” of the outstanding common stock of the Corporation (the “Requisite Percent”) for at least thirty (30) days as of the date such request is delivered to the Corporation. For purposes of determining the Requisite Percent, “net long position” shall be determined with respect to each requesting holder in accordance with the definition thereof set forth in Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”); provided that (x) for purposes of such definition, (A) “the date that a tender offer is first publicly announced or otherwise made known by the bidder to the holders of the security to be acquired” shall be the date of the relevant Special Meeting Request, (B) the “highest tender offer price or stated amount of the consideration offered for the subject security” shall refer to the closing sales price of the Corporation’s common stock on the NASDAQ Global Select Market (or any successor thereto) on such date (or, if such date is not a trading day, the next succeeding trading day), (C) the “person whose securities are the subject of the offer” shall refer to the Corporation, and (D) a “subject security” shall refer to the outstanding common stock of the Corporation; and (y) the net long position of such holder shall be reduced by the number of shares of common stock of the Corporation as to which such holder does not, or will not, have the right to vote or direct the vote at the special meeting or as to which such holder has entered into any derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. Whether the requesting holders have complied with the requirements of this Article I and related provisions of the Bylaws shall be determined in good faith by the Board of Directors, which determination shall be conclusive and binding on the Corporation and the stockholders.