UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM
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 2, 2020 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(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)) | |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of exchange on which registered | ||
|
|
|
| ||
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 5.07. |
Submission of Matters to a Vote of Security Holders.
|
At the 2020 Annual Meeting of Stockholders of the eBay Inc. (the “Company”) held on June 29, 2020, the Company’s stockholders voted on the following four proposals:
| 1. | The election of 13 director nominees each to serve as a member of the Board of Directors until the Company’s 2021 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified (Proposal 1); |
| 2. | The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the Company’s fiscal year ending December 31, 2020 (Proposal 2); |
| 3. | The approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3); and |
| 4. | The stockholder proposal regarding the right for stockholders to act by written consent (Proposal 4). |
The following is a summary of the matters voted on at the meeting.
| 1. | Proposal 1 – Election of Directors. Each of the 13 director nominees proposed by the Company was elected to serve until the Company’s 2021 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 | ||||||||||||
| Anthony J. Bates | 557,348,103 | 4,251,444 | 707,854 | 53,404,477 | ||||||||||||
| Adriane M. Brown | 561,231,750 | 537,349 | 538,302 | 53,404,477 | ||||||||||||
| Jesse A. Cohn | 560,590,775 | 947,329 | 769,297 | 53,404,477 | ||||||||||||
| Diana Farrell | 560,954,647 | 540,521 | 812,503 | 53,404,477 | ||||||||||||
| Logan D. Green | 560,932,888 | 821,218 | 553,295 | 53,404,477 | ||||||||||||
| Bonnie S. Hammer | 557,757,453 | 4,017,655 | 532,293 | 53,404,477 | ||||||||||||
| Jamie Iannone | 560,837,924 | 661,493 | 807,984 | 53,404,477 | ||||||||||||
| Kathleen C. Mitic | 555,683,627 | 5,804,917 | 818,857 | 53,404,477 | ||||||||||||
| Matthew J. Murphy | 560,634,050 | 951,697 | 721,654 | 53,404,477 | ||||||||||||
| Pierre M. Omidyar | 559,113,968 | 2,692,353 | 501,080 | 53,404,477 | ||||||||||||
| Paul S. Pressler | 551,530,133 | 10,128,678 | 648,590 | 53,404,477 | ||||||||||||
| Robert H. Swan | 560,514,751 | 1,247,371 | 545,279 | 53,404,477 | ||||||||||||
| Perry M. Traquina | 560,238,182 | 1,515,047 | 554,172 | 53,404,477 | ||||||||||||
| 2. | Proposal 2 – 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, 2020. The voting results were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 587,332,429 | 26,804,101 | 1,575,348 | n/a |
| 3. | Proposal 3 – 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 | |||
| 496,131,141 | 65,463,448 | 712,812 | 53,404,477 |
| 5. | Proposal 4 – Stockholder Proposal Regarding Right To Act By Written Consent. The Company’s stockholders did not approve the stockholder proposal regarding the right for stockholders to act by written consent. The voting results were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 256,385,349 | 304,780,422 | 1,141,630 | 53,404,477 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
| Exhibit | ||
| No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 2, 2020 | By: | /s/ Marc D. Rome | |
| Name: | Marc D. Rome | ||
| Title: | Vice President, Legal, Deputy General Counsel and Assistant Secretary | ||