UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2020, Jesse A. Cohn and Pierre M. Omidyar informed eBay Inc. (the “Company”) of their resignation and retirement, respectively, as members of the Company’s Board of Directors (the “Board”) effective September 9, 2020. Neither Mr. Cohn’s nor Mr. Omidyar’s decision to leave the Board was a result of any disagreement with the Company. In light of his substantial contributions to the Company and the Board’s interest in continuing to benefit from his experience, the Board appointed Mr. Omidyar to the honorary role of Director Emeritus. As Director Emeritus, Mr. Omidyar may attend meetings of the Board or any of its committees when invited by the Board or the chair of such committee. However, Mr. Omidyar will not be considered a member of the Board for any purpose and will not have the right to notice of any meeting or to vote or be counted for quorum purposes at any meeting.
On September 10, 2020, the Board appointed E. Carol Hayles and Mohak Shroff as members of the Board effective immediately. Mr. Shroff and Ms. Hayles fill the vacancies created by the cessation of Board service of Messrs. Cohn and Omidyar, and each of their terms will expire at the Company’s 2021 annual meeting of stockholders or at such time as their respective successors have been elected and qualified. In addition, Ms. Hayles will serve on the audit committee of the Board. Mr. Shroff's committee assignments have not been determined as of the date of this filing.
As non-employee directors, Mr. Shroff and Ms. Hayles are entitled to receive the same compensation paid by the Company to each of its non-employee directors as described under “Compensation of Directors” in the Company’s Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2020, which description is incorporated herein by reference. In addition, the Company will enter into its form of Indemnity Agreement with Mr. Shroff and Ms. Hayles, respectively, a copy of which has been filed as Exhibit 10.01 to the Company’s Registration Statement on Form S-1 as filed with the SEC on July 15, 1998.
There is no arrangement or understanding between either Mr. Shroff or Ms. Hayles and any other persons pursuant to which either Mr. Shroff or Ms. Hayles were appointed as a director. Furthermore, there are no transactions between either Mr. Shroff or Ms. Hayles and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
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: September 10, 2020 | By: | /s/ Marc D. Rome | |
| Name: | Marc D. Rome | ||
| Title: | Vice President & Deputy General Counsel, Corporate & Assistant Secretary | ||