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): January 21, 2008

eBay Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-24821	77-0430924
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2145 Hamilton Avenue, San Jose, California		95125
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (408) 376-7400

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))

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

On January 23, 2008, eBay Inc. announced the following management succession and other actions:

• Meg Whitman is resigning as eBay’s president and chief executive officer, effective March 31, 2008. Ms. Whitman will remain a member of eBay’s board of directors and will serve as a special advisor to eBay’s president and chief executive officer through December 31, 2008.

• John Donahoe, President of eBay Marketplaces, has been named by eBay’s board of directors to succeed Ms. Whitman as eBay’s president and chief executive officer. Mr. Donahoe will assume the role of CEO-designate immediately and will transition to the role of president and chief executive officer upon Ms. Whitman’s resignation. Mr. Donahoe also has been appointed as a new member to eBay’s board of directors, effective January 23, 2008, with a term of office expiring at eBay’s annual meeting of stockholders in 2008. Mr. Donahoe’s biography appears in eB ay’s 2007 proxy statement, filed with the SEC on April 30, 2007 and is incorporated by reference herein.

• Rajiv Dutta, President of PayPal, has been named by eBay’s board of directors to succeed Mr. Donahoe as President of eBay Marketplaces, effective immediately. Mr. Dutta also has been appointed as a new member to eBay’s board of directors, effective January 23, 2008, with a term of office expiring at eBay’s annual meeting of stockholders in 2009. Mr. Dutta’s biography appears in eBay’s 2007 proxy statement, filed with the SEC on April 30, 2007 and is incorporated by reference herein.

In connection with Ms. Whitman’s transition, her compensation arrangements will be modified on her transition date to reflect her role as special advisor and she will thereafter have an annual salary of $600,000 and a target annual incentive bonus of 100% of salary, or $600,000. Ms. Whitman will also remain eligible to (i) receive amounts she would hav e received with respect to the 2008 annual component of the eBay Incentive Plan had she remained eligible to receive payment through the first quarter of 2009 and (ii) vest with respect to the performance-based restricted stock units she would have been granted had she remained eligible to receive such units through the first quarter of 2009. Additionally, Ms. Whitman will receive the use of office space and IT and secretarial services for a total of three years. Ms. Whitman will not receive new equity awards in 2008.

In connection with Mr. Donahoe’s promotion to president and chief executive officer, it is expected that his compensation arrangements will be modified. The board currently anticipates that Mr. Donahoe’s revised compensation arrangements will include:

• an annual salary of $900,000;
• a target annual incentive bonus of 125% of salary, or $1,125,000;
• a long-term equity incentive focal award to be granted effective the first business day of March 2008, eBay’s normal date for issuing its annual focal grants to existing eligible employees (the "Focal Date"), comprising a combination of stock options (vesting over a four-year period) and performance-based restricted stock units (with standard vesting terms for such program) and having a target value of approximately $8,000,000 on the Focal Date;
• a promotion equity award comprising (i) a combination of restricted stock units and stock options vesting over a four-year period and having a target value of approximately $15,000,000 on the Focal Date and (ii) 60,000 restricted stock units vesting over a two-year period; and
• a severance arrangement in the event of Mr. Donahoe’s termination without cause (as such term will be defined in Mr. Donahoe’s employment letter) providing a cash payment equal to two years’ target cash compensation (defined as annual base salary plus target annual incentive bonus) if the termination occurs within two years of Mr. Donahoe’s promotion, one and one-half years’ target cash compensation if the termination occurs more than two but within three years of the promotion, and one year’s target cash compensation if the termination occurs more than three years after the promotion.

In connection with Mr. Dutta’s promotion, it is expected that his compensation arrangements will be modified. The board currently anticipates that Mr. Dutta’s revised compensation arrangements will include:

• an annual salary of $720,000;
• a target annual incentive bonus of 100% of salary, or $720,000;
• a long-term equity incentive focal award, comprising a combination of stock options (to be granted on the Focal Date, vesting over a four-year period) and performance-based restricted stock units (with standard vesting terms for such program) and having a target value of approximately $6,400,000 on the Focal Date;
• a promotion equity award comprising (i) a co mbination of restricted stock units and stock options vesting over a four-year period and having a target value of approximately $10,000,000 on the Focal Date and (ii) options to purchase 150,000 shares of common stock vesting over a four-year period; and
• a severance arrangement in the event of Mr. Dutta’s termination without cause (as such term will be defined in Mr. Dutta’s employment letter) providing a cash payment equal to two years’ target cash compensation if the termination occurs within two years of Mr. Dutta’s promotion, one and one-half years’ target cash compensation if the termination occurs more than two but within three years of the promotion, and one year’s target cash compensation if the termination occurs more than three years after the promotion.

Messrs. Donahoe and Dutta have not been and are not expected to be elected to any board committees.

One half of the stock options awarded to Messrs. Donahoe and Dutta as part of t heir respective promotion equity awards, as described above, will be granted and priced on the Focal Date and one half on the date 26 weeks from the Focal Date.

A copy of eBay’s press release announcing these management changes is attached as an exhibit to this filing.

The attached press release also announces that (i) Scott Thompson, most recently PayPal’s Chief Technology Officer, will replace Mr. Dutta as President, PayPal and (ii) Lorrie Norrington, most recently President of eBay Marketplaces International will become President, Marketplaces Operations, and (iii) Bill Cobb will be stepping down from his role as President, eBay Marketplaces North America and then retiring from eBay at the end of 2008.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

The following exhibit is filed with this report:

99.1 Press release dated January 23, 2008

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.
January 25, 2008	By:	Michael R. Jacobson
		Name: Michael R. Jacobson
		Title: Senior Vice President, Legal Affairs, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release dated January 23, 2008

EX-99.1

MEG WHITMAN TO STEP DOWN AS PRESIDENT AND CEO OF EBAY

John Donahoe Will Become President and CEO on March 31

San Jose, Calif., January 23, 2008 – eBay Inc. (Nasdaq: EBAY; www.ebay.com) announced today that Meg Whitman will step down as President and CEO of eBay on March 31, 2008. Whitman will remain on the company’s Board of Directors.

Whitman joined eBay in March 1998. At the time, eBay was a U.S.-only, auction-based trading site with 500,000 registered users, just 30 employees, and $4.7 million in revenue. Today, the company has hundreds of millions of users worldwide, more than 15,000 employees and nearly $7.7 billion in revenue. Whitman led eBay to become one of the fastest-growing companies in history. Over the last 10 years, she has built an unforgettable portfolio of brands and a thriving business that enables millions of people to trade, pay and communicate online.

“Meg’s passion for all things eBay changed the world,” said , Founder of eBay and Chairman of the Board. “With humor, smarts and unflappable determination, Meg took a small, barely known online auction site and helped it become an integral part of our lives. We’re all enormously grateful that Meg dedicated herself to stewarding eBay through its 10 most formative years.”

eBay’s Board of Directors voted unanimously to elect John Donahoe President and CEO. Donahoe came to eBay in February 2005 from Bain & Company, where he had served as worldwide managing director since 1999. For nearly three years, Donahoe has been President of eBay Marketplaces, which accounts for more than 70 percent of the company’s global revenues. In this role, Donahoe has been responsible for the growth of eBay and its other ecommerce businesses around the world, and during the time he has managed this business unit, both revenues and profits doubled.

“During the last three years, John and I have worked very closely together to arrive at this day, and we’ll continue to work together through the transition,” said Whitman. “I’m extremely confident in John’s skills and the abilities of John’s veteran management team. eBay and its millions of users are in great hands as they head into the future.”

Omidyar added, “John is a great choice to lead eBay. He understands our community and is committed to continuing Meg’s legacy. The Board and I look forward to supporting John as he takes eBay into the future.”

In addition, eBay announced that Rajiv Dutta, currently the President of PayPal, has been named Executive Vice President of eBay Inc. and will also replace Donahoe as President of eBay Marketplaces. Dutta, who will report to Donahoe, has also been elected to the eBay Board of Directors.

Dutta is a 10-year eBay veteran who has previously served as eBay’s Chief Financial Officer, and President of Skype, eBay’s communications business. Since July 2006, Dutta has successfully led PayPal to achieve more than $65 billion in payment volume and three consecutive quarters of accelerating revenue growth. Dutta will apply his experience, strategic abilities and leadership skills to accelerating growth in the company’s core business.

“Rajiv is one of the most talented executives I’ve met,” said Whitman. “John and Rajiv make a fantastic combination, one that will help ensure the continued growth and success of all our businesses.”

Scott Thompson, PayPal’s current Chief Technology Officer, will replace Dutta as President of PayPal. A three-year PayPal veteran, and a 25-year veteran of the payment and financial services industry, Thompson has been responsible for the products and system architecture that has fueled PayPal’s growth and global expansion.

Bill Cobb, President of eBay North America, has decided to step down from that role. Cobb, an early eBay executive who created the company’s first integrated marketing campaigns and later led eBay’s international expansion, will retire from the company at the end of the year. Lorrie Norrington, currently President of eBay International, will become President of eBay Marketplaces Operations and assume Cobb’s responsibilities. Norrington will report to Dutta.

About eBay
Founded in 1995, eBay Inc. connects hundreds of millions of people around the world every day, empowering them to explore new opportunities and innovate together. eBay Inc. does this by providing the Internet platforms of choice for global commerce, payments and communications. Since its inception, eBay Inc. has expanded to include some of the strongest brands in the world, including eBay, PayPal, Skype, Shopping.com and others. eBay Inc. is headquartered in San Jose, California.

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Media Contact:

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eBay Inc.

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eBay Inc.
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