-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GAkrRVl2FwNNMyUdFc0yXiWOyd5oCsRn3f7QCQ0x32AVugUPSfPyqhaasrc5SVhz pAhYugruEoa68n/vevlYEA== 0000950134-08-012924.txt : 20080718 0000950134-08-012924.hdr.sgml : 20080718 20080718133019 ACCESSION NUMBER: 0000950134-08-012924 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080714 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080718 DATE AS OF CHANGE: 20080718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EBAY INC CENTRAL INDEX KEY: 0001065088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770430924 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24821 FILM NUMBER: 08959038 BUSINESS ADDRESS: STREET 1: 2145 HAMILTON AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 BUSINESS PHONE: 408-376-7400 MAIL ADDRESS: STREET 1: 2145 HAMILTON AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 8-K 1 f42252e8vk.htm FORM 8-K e8vk
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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): July 14, 2008
eBay Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   000-24821   77-0430924
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)
2145 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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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
Item 9.01. Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1


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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 July 16, 2008, eBay Inc. announced the following:
  §   Rajiv Dutta was resigning as President of eBay Marketplaces and as a director of eBay.
 
  §   Lorrie Norrington, President, eBay Marketplaces Operations, has been named by eBay’s board of directors to succeed Mr. Dutta as President of eBay Marketplaces.
Mr. Dutta will continue to work with Ms. Norrington on the transition until October 2008 and will subsequently act as a consultant through the end of the year. Under the terms of a separation agreement, subject to certain conditions, Mr. Dutta will remain eligible to vest with respect to (i) the remaining one-half of his performance-based restricted stock unit (“PBRSU”) grant for the 2007 performance period and (ii) 8/12th of one-half of his PBRSU grant for the 2007-2008 performance period, subject to satisfaction of the associated performance criteria for the 2007-2008 performance period. Subject to certain conditions, Mr. Dutta will also remain eligible to receive 8/12th of the amount he would have received with respect to the 2008 annual component of the eBay Incentive Plan had he remained eligible to receive payment in 2009 with respect to the 2008 annual component, less any applicable withholding taxes.
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 the responsibilities of Stephanie Tilenius, General Manager of eBay North America, will be increased.
In addition, the Compensation Committee of eBay’s board of directors has approved the following revised compensation arrangements for Robert Swan, eBay’s Chief Financial Officer:
 
  §   a special one-time award of an option (vesting over a four-year period) to purchase 500,000 shares of eBay common stock. One-half of the stock options awarded to Mr. Swan will be granted and priced on the second Friday of August 2008 (the “Initial Grant Date”) in accordance with the Company’s standard grant practices and one-half on the date 27 weeks from the Initial Grant Date;
 
  §   a special one-time award of 130,000 restricted stock units to be made in accordance with the Company’s standard grant practices, and vesting in equal portions on each of the first three anniversaries of the date of grant; and
 
  §   a severance arrangement in the event of Mr. Swan’s termination without cause (as such term will be defined in Mr. Swan’s employment letter) providing a cash

 


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      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 the date of the severance agreement, one and one-half years’ target cash compensation if the termination occurs more than two but within three years of the date of the severance agreement, and one year’s target cash compensation if the termination occurs more than three years after the date of the severance agreement.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
The following exhibit is furnished with this report:
99.1          Press release dated July 16, 2008.

 


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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.
 
 
Date: July 18, 2008  /s/ Michael R. Jacobson    
  Name:   Michael R. Jacobson   
  Title:     Senior Vice President, Legal Affairs,
General Counsel and Secretary 
 
 

 


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INDEX TO EXHIBITS
     
Exhibit Number   Description
99.1
  Press release dated July 16, 2008.

 

EX-99.1 2 f42252exv99w1.htm EXHIBIT 99.1 exv99w1
Exhibit 99.1
eBay Announces Marketplaces Executive Changes
Rajiv Dutta to retire from eBay;
Lorrie Norrington to head eBay Marketplaces
SAN JOSE – July 16, 2008 – eBay Inc. (Nasdaq: EBAY) today announced executive changes to its global Marketplaces business. Effective in October, Rajiv Dutta, President, eBay Marketplaces, will retire from the company. Succeeding Dutta as President, eBay Marketplaces, is Lorrie Norrington, who most recently was President of eBay Marketplaces Operations. She will report to eBay President and CEO John Donahoe.
“Rajiv has made tremendous contributions to eBay’s growth and success, and has been an extraordinary leader over the past decade,” Donahoe said. “We wish Rajiv well, and know he will continue to be a strong supporter. He will always be part of the eBay Community.
“We have an exceptionally strong team in place, led by Lorrie Norrington worldwide. Lorrie is a dynamic leader who deeply understands our business, is connected to our Community and is an avid eBay buyer and seller. She has been instrumental in leading the improvements we are making this year and will ensure a smooth transition.”
With eBay for 10 years, Dutta served as eBay’s Chief Financial Officer, then President of Skype and head of PayPal. He successfully led PayPal until earlier this year when he was named President of eBay marketplaces, succeeding Donahoe in that post. In that role, Dutta has focused this year on re-accelerating growth in eBay Marketplaces and developing longer-term growth strategies, working closely with Norrington.
“I am deeply grateful to have been part of building eBay for the past decade.” Dutta said. “With clear growth strategies and a very strong management team in place, the time is right for me to step away. I will remain a passionate champion of eBay and our powerful Community of buyers and sellers who make eBay the most unique and dynamic marketplace in the world.”
In her most recent role, Norrington was responsible for driving operational performance across eBay’s global network of sites. Previously, Norrington was President of eBay International, overseeing all aspects of eBay’ international business, which generated $2.8 billion in revenue in 2007, representing 52 percent of total Marketplaces revenue.
“It’s been a real privilege to work with Rajiv on re-accelerating growth in our Marketplace,” Norrington said. “We have strong growth strategies in place and a team committed to changes that create a healthy, vibrant Marketplace for the eBay Community. We want eBay to be the most competitive marketplace online, offering great opportunities for sellers and terrific experiences for buyers.”
With Norrington’s promotion, Stephanie Tilenius, General Manager of eBay North America, will assume additional responsibilities for all of eBay North America operations, including some functions that previously reported to Norrington. Tilenius also continues to be responsible for global product management.
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Norrington joined eBay three years ago. Prior to eBay International, she was president and CEO of Shopping.com, eBay’s online comparison shopping business. She joined Shopping.com in June 2005 after spending four years as COO of Intuit Inc. Before joining Intuit, Norrington spent 20 years at GE in a variety of global roles in the information services, medical systems, industrial systems and financial services businesses. She holds a BS in Business Administration from the University of Maryland and an MBA from the Harvard Business School. She is on the Advisory Board of the Catalyst Group.
About eBay Inc.
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, StubHub and others. eBay Inc. is headquartered in San Jose, California.
# # #
Media Contact:
Catherine England
eBay Inc.
408.376.7458
cengland@ebay.com

 

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