UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

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eBay, Inc.

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Notice of Annual Meeting of Stockholders

To our Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of eBay Inc., a Delaware corporation, will be held on Thursday, May 18, 2017 at 8:00 a.m. Pacific Time at 2025 Hamilton Avenue, San Jose, California 95125.

Renewable Energy Items of Business Source 100 percent renewable energy in our electricity supply by 2025 for eBay-controlled data centers and offices.				Carbon Emissions – Science Based Target •  To vote on the election of 12 director nominees named in the proxy statement to our Board of Directors to hold office until our 2018 Annual Meeting of Stockholders. Reduce absolute scope 1 and scope 2 GHG emissions 90% by 2030 from a 2019 base year and reduce absolute scope 3 emissions from downstream transportation and distribution 20%.
		•  To approve, on an advisory basis, named executive officer compensation.
		•  To approve, on an advisory basis, the frequency with which the advisory vote to approve named executive officer compensation should be held.
		•  To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2017.
		•  To consider a stockholder proposal regarding action by written consent.
Record Date		Our Board of Directors has fixed the close of business on March 20, 2017 as the record date for identifying those stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement of this Annual Meeting.

These items of business are described more fully in the accompanying proxy statement. We will be providing access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. As a result, on or about April 3, 2017, we are mailing to many of our stockholders a notice instead of a paper copy of the proxy statement and our 2016 Annual Report.

Your vote is important. Regardless of whether you plan to participate in the Annual Meeting, we hope you will vote as soon as possible. You may cast your vote over the Internet, by telephone, by mail or during the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER

MEETING TO BE HELD ON MAY 18, 2017: THE PROXY STATEMENT AND THE ANNUAL  REPORT ARE AVAILABLE AT

https://investors.ebayinc.com/annuals.cfm

This proxy statement will also be available in interactive form at https://iiwisdom.com/ebay-2017.

By Order of the Board of Directors

Marie Oh Huber

Secretary

Table of Contents

Table of Contents

Corporate Governance

Corporate Governance

Overview

The Board is responsible for (1) providing advice and oversight of the strategic and operational direction of the Company and (2) overseeing the Company’s executive management each to ensure the Company operates in ways that support the long-term interest of our stockholders and the other stakeholders we serve. To do this effectively, the Board has adopted clear and specific governance guidelines (“Corporate Governance Guidelines”) that, along with our Bylaws, Board committee charters, and our Code of Business Conduct and Ethics (“Code of Business Conduct”), provide the framework for the governance of the Company.

The followingeBay is a list of governance provisions that demonstrate eBay’s commitmentcommitted to transparency and accountability:accountability, as demonstrated by the following governance features:

✓Strong Board independence (10(12 of 1213 directors are independent)		Separate Chairman and CEO roles ✓
	Declassified Board with all members standing for election annually ✓		Independent Chairman with robust responsibilities
	Majority vote standard for uncontested director elections ✓		Simple majority vote standard for bylaw/ charter amendments and transactions
	Stockholder right to call a special meeting		Clawback policy
	✓Stockholder proxy access ✓   Strong stockholder engagement practice		✓   Separate Chairman and CEO roles ✓   Independent Chairman with robust responsibilities ✓   Simple majority vote standard for bylaw/charter amendments and transactions ✓   Clawback policy ✓Stock ownership requirements for our executive officers and directors ✓
	Strong stockholder engagement practices		Anti-hedging and anti-pledging policies

Director Diversity

Our directors exhibit the following diverse mix of characteristics:

Corporate Governanceaccess” rules. As a result, on or about April 26, 2021, we are mailing to many of our stockholders a notice instead of a paper copy of the Proxy Statement and our 2021 Annual Report.

Our

How to Vote YOUR VOTE IS IMPORTANT. Even if you plan to attend the meeting, please vote as soon as possible using any of the following methods. In all cases, you should have your notice, or if you requested to receive printed proxy materials, your proxy card or voting instruction form on hand and follow the instructions: Online You can vote your shares online at www.proxyvote.com Phone You can vote your shares by calling +1 (800) 690-6903. Mail Date and sign your proxy card or voting instruction form and return it in the postage-paid envelope.

By Order of the Board has adopted guidelines setting forth certain categories of transactions, relationships, and arrangements that it has deemed immaterial for purposesDirectors

Marie Oh Huber
Secretary

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Table of making its determination regarding a director’s independence, and does not consider any such transactions, relationships, and arrangements in making its subjective determination.Contents

New in this Proxy Statement
Oversight of Sustainability and Human Capital Initiatives	page 21
Enhanced Self Evaluation Process	page 22
Spotlight on eBay’s Information Security	page 25
Compensation Design Changes for 2022	page 45
Adopted or modified in recent years in response to stockholder feedback or as part of ongoing assessment of governance best practices. Forward-Looking Statements. Certain statements in this proxy statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this proxy statement. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Information on our website should not be deemed incorporated into or part of this proxy statement.

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Proposal 1 Election of Directors

Board of Directors

 

10 of our 12 Directors are IndependentAt the Annual Meeting, 9 directors will be elected to serve for a one-year term.   We are seeking the election of 9 members to our Board, which will result in the size of the Board being reduced to 9 from the current 13. We thank our departing directors for their tremendous contributions. The Board has a long-standing commitment to refreshment, and we look forward to recruiting at least one additional independent director in the coming months, who will further enhance our composition and bring skills complementary to eBay’s strategic vision. The nominees are currently members of the Board, and each of the nominees has been elected previously by stockholders. Each of the nominees has consented to serving as a nominee and being named as a nominee in this Proxy Statement and to serving as a director if elected. Eight of 9 of the nominees are currently independent directors under the listing standards of The Nasdaq Stock Market and our Corporate Governance Guidelines. If elected at the Annual Meeting, each of the nominees will serve a one-year term until our 2023 Annual Meeting and will hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, or removal Our bylaws provide that in the event of an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director—i.e., the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. The Company has a resignation policy and bylaw provision that would apply to any nominee who does not receive the vote required for election. For more details, please see Corporate Governance – Governance Policies and Practices – Majority Vote Standard for Election of Directors and Director Resignation Provisions for Uncontested Elections.

The Board recommends a vote FOR each of the director nominees.

 

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Our Board has determined that each of the following directors is independent under the listing standards of The NASDAQ Stock Market and under eBay’s Corporate Governance Guidelines:Nomination Process

 

Fred D. Anderson Jr.

Edward W. Barnholt

Anthony J. Bates

Logan D. Green

Bonnie S. Hammer

Kathleen C. Mitic

Pierre M. Omidyar

Paul S. Pressler

Thomas J. Tierney

Perry M. Traquina

The Board limits membership on the Audit Committee, the Compensation Committee, and theOur Corporate Governance and Nominating Committee and Board have evaluated each of the director nominees recommended by our Board against the factors and principles eBay uses to independent directors.

Ourselect director nominees. Based on this evaluation, our Corporate Governance Guidelines require any director who has previously been determined to be independent to informand Nominating Committee and the ChairmanBoard have concluded that it is in the best interests of eBay and its stockholders for each of the Board and our Corporate Secretary of any change in his or her principal occupation or statusproposed nominees to serve as a memberdirector of the board of any other public company, including retirement, or any change in circumstance that may cause his or her status as an independent director to change.

Corporate Governance

In accordance with our Bylaws, our Board elects our Chairman of the Board and appoints our CEO. Our Corporate Governance Guidelines require that the roles of Chairman of the Board and CEO be held by separate individuals and require the appointment of a lead independent director if the Chairman of the Board is not an independent director. Mr. Tierney has served as our Chairman of the Board since July 2015.eBay. The Board believes that all of these nominees have a strong track record of being responsible stewards of stockholders’ interests and bring extraordinarily valuable insight, perspective, and expertise to the separationBoard. Additional reasons that the Board recommends supporting the election of the officesdirector nominees include:

In addition to these attributes, in each individual’s biography set forth below, we have highlighted specific experience, qualifications, and skills that led the Board to conclude that each individual should serve as a director served.

of eBay. For additional information regarding the Corporate Governance and Nominating Committee’s approach to Board refreshment and nominations, please see Corporate Governance – Board Composition and Independence – Nominating Process on page 18.

Audit Committee4     ebay / 2022 Proxy Statement

Each member of the Audit Committee is independent in accordance with the audit committee independence requirements of the listing rules of The NASDAQ Stock Market and the applicable rules and regulations of the SEC. Our Board has determined that Mr. Anderson is an “audit committee financial expert” as defined by the SEC.

Audit Committee		Nine Meetings in 2016
All independent		Key Responsibilities
Fred D. Anderson Jr. (Chair) Paul S. Pressler Perry M. Traquina		Adriane M. Brown Age: 63 Director Since: 2017 Committees: •  Meet with our independent auditors to review the results of the annual audit  Compensation and to discuss our financial statements, including the independent auditors’ judgment about the quality of accounting principles, the reasonableness of significant judgments, the clarity of the disclosures in our financial statements, and any other matters required to be communicated to the AuditHuman Capital Committee by the independent auditors under generally accepted auditing standards;(Chair) •  Risk Committee •Other Public Company Boards:  Meet with our independent auditors to review the interim financial statements prior to the filing of our Quarterly Reports on Form 10-Q; •  Axon Enterprise, Inc. (since 2020) •  Decide whether to appoint, retain, or terminate our independent auditors, including the sole authority to approve all audit engagement fees and terms;  American Airlines Group, Inc. (since 2021) •  KKR & Co. Inc. (since 2021) •  Oversee the independence of the independent auditors, evaluate together with the Board the independent auditors’ performance, and review and approve the fees of the independent auditors; and •  Receive and consider the independent auditors’ comments as to controls, adequacy of staff, and management performance and procedures in connection with audit and financial controls, including our system to monitor and manage business risks and our legal and ethical compliance programs.

Experience

Ms. Brown joined Flying Fish Ventures, as a Venture Partner in November 2018 and in early 2021 became a Managing Partner of the venture capital firm, which specialized in Artificial Intelligence and Machine Learning startups. Prior to that, Ms. Brown served as President and Chief Operating Officer for Intellectual Ventures (“IV”), an invention and investment company that commercializes inventions, from January 2010 through July 2017, and served as a Senior Advisor until December 2018. Before joining IV, Ms. Brown served as President and Chief Executive Officer of Honeywell Transportation Systems. Over the course of 10 years at Honeywell, she held leadership positions serving the aerospace and automotive markets globally. Prior to Honeywell, Ms. Brown spent 19 years at Corning, Inc., ultimately serving as Vice President and General Manager, Environmental Products Division, having started her career there as a shift supervisor.

Ms. Brown serves on the boards of directors of American Airlines Group, Inc., Axon Enterprise, Inc., KKR & Co. Inc., Washington Research Foundation, and the Pacific Science Center. Ms. Brown previously served on the boards of directors of Allergan Plc, and Raytheon Company until 2020 and Harman International Industries from 2013 to 2017.

Ms. Brown holds a Doctorate of Humane Letters and a bachelor’s degree in environmental health from Old Dominion University and is a recipient of its Distinguished Alumni Award. She also holds a master’s degree in management from the Massachusetts Institute of Technology where she was a Sloan Fellow.

Director Qualifications

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		Logan D. Green Age: 38 Director Since: 2016 Committees: •  Compensation and Human Capital Committee Other DutiesPublic Company Boards: •  Lyft, Inc. (since 2019)

Experience

Mr. Green has served as the Chief Executive Officer and Co-Founder of Lyft, Inc., a rideshare company, since 2012, where he is also a member of the Board of Directors. Lyft grew out of Zimride, a rideshare company previously co-founded by Mr. Green in 2007. Zimride was acquired by Enterprise Rent-A-Car. Mr. Green received his B.A. in Business Economics from the University of California, Santa Barbara.

Director Qualifications

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		E. Carol Hayles Age: 61 Director Since: 2020 Committees: •  Audit Committee (Chair) Other Public Company Boards: •  Blucora, Inc. (since 2018) •  Webster Financial Corporation (since 2018)

Experience

Ms. Hayles was Executive Vice President and Chief Financial Officer of CIT Group Inc., a financial services company from November 2015 to May 2017, during which time she was responsible for overseeing all financial operations. She served as Controller and Principal Accounting Officer of CIT Group Inc. from July 2010 to November 2015, where she was responsible for managing the financial accounting and reporting functions, including SEC and regulatory reporting.

Prior to CIT, Ms. Hayles spent 24 years in various finance roles at Citigroup, Inc., most recently as Deputy Controller. She began her career at PricewaterhouseCoopers LLP in Toronto, Canada. She was a Canadian Chartered Accountant from 1985 to 2009, and she received her BBA from York University in Toronto.

Director Qualifications

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		Jamie Iannone Age: 49 Director Since: 2020 Committees: •  None Other Public Company Boards: •  None

Experience

Mr. Iannone has been President and Chief Executive Officer of eBay since April 2020.

Earlier in 2020, Mr. Iannone served as Chief Operating Officer of Walmart eCommerce, where he also was responsible for Store No. 8, Walmart’s incubation hub. Since 2014, Mr. Iannone held leadership roles at Walmart Inc. including CEO of SamsClub.com and Executive Vice President of membership and technology, Sam’s Club, a $57 billion business. In those roles, Mr. Iannone grew the SamsClub.com business and Sam’s Club’s membership base.

Before Walmart Inc., Mr. Iannone was Executive Vice President of Digital Products at Barnes & Noble, Inc., where he was responsible for all NOOK devices, software, accessories and retail integration and experiences; books and digital content; and third-party partnerships.

Mr. Iannone held various roles at eBay from 2001 to 2009, including leading Product Marketing, Search, and Buyer Experience.

He previously worked at Epinions.com and Booz Allen Hamilton. Mr. Iannone also served on the Board of Directors of The Children’s Place.

He earned a Bachelor of Science in operations research, engineering and management systems from Princeton University and a Master of Business Administration from the Stanford Graduate School of Business.

Director Qualifications

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		Kathleen C. Mitic Age: 52 Director Since: 2011 Committees: •  Compensation and Human Capital Committee •  Corporate Governance and Nominating Committee (Chair) Other Public Company Boards: •  RH (f/k/a Restoration Hardware Holdings, Inc.) (since 2013) •  TCV Acquisition Corp. (since 2021)

Experience

Ms. Mitic is Co-CEO and Co-Founder of SomethingElse, a direct-to-consumer beverage company. From 2012 to 2017, Ms. Mitic was the Chief Executive Officer and Co-Founder of Sitch, a startup building mobile consumer products.

From 2010 to 2012, Ms. Mitic served as Director of Platform and Mobile Marketing at Facebook, where she was responsible for developing and growing global developer and partner products. Prior to joining Facebook, Ms. Mitic served as Senior Vice President, Product Marketing at Palm, expanding the company product lines and international footprint through its acquisition by Hewlett-Packard in 2010.

Prior to Palm, Ms. Mitic spent 15 years in leadership positions at various consumer technology companies. These experiences include at NetDynamics (acquired by Sun Microsystems) where she launched the industry’s first application server, at Four11 where she built the email service RocketMail (now Yahoo! Mail) and at Yahoo! where she served as Vice President and General Manager.

Ms. Mitic currently serves on the boards of directors of RH (formerly known as Restoration Hardware Holdings, Inc.) and TCV Acquisition Corp. She also serves on the board of directors of Headspace, a health and wellness technology company, DVx Ventures, and the non-profit organization Lean In.

Ms. Mitic received her B.A. from Stanford University and her M.B.A. from Harvard Business School.

Director Qualifications

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		Paul S. Pressler Chair of the Board Age: 65 Director Since: 2015 Committees: •  Compensation and Human Capital Committee •  Corporate Governance and Nominating Committee Other Public Company Boards: •  None

Experience

Mr. Pressler has been an Operating Advisor of Clayton, Dubilier & Rice, LLC, a private equity investment firm, since 2020. He was previously a partner of Clayton, Dubilier & Rice from 2009 to 2020. Previously, Mr. Pressler was Chairman of David’s Bridal, Inc. from 2012 to 2018, AssuraMed Holding, Inc. from 2010 to 2013 and SiteOne Landscape Supply, Inc. from to 2013 to 2017.

Mr. Pressler served as President and Chief Executive Officer of The Gap, Inc. for five years, from 2002 to 2007. Before that, he spent 15 years in senior leadership roles with The Walt Disney Company, including Chairman of the global theme park and resorts division, President of Disneyland, and President of The Disney Stores.

Mr. Pressler currently serves on the board of directors of Wilsonart, Inc. and MOD Super Fast Pizza, LLC.

Mr. Pressler received his B.S. from the State University of New York at Oneonta.

Director Qualifications

10     ebay / 2022 Proxy Statement

		Mohak Shroff Age: 43 Director Since: 2020 Committees: •  Risk Committee Other Public Company Boards: •  None

Experience

Mr. Shroff is Sr. Vice President and Head of Engineering at LinkedIn. His teams are responsible for building, scaling, and protecting LinkedIn. In his time at LinkedIn, he has played several key roles, from serving as head of product engineering, to working with the infrastructure and monetization teams, to leading Project Inversion.

Prior to joining LinkedIn in 2008, Mr. Shroff served as key technical leader on the Ariba Supplier Network engineering team. Mr. Shroff holds a BS in computer science from University of Texas at Austin.

Director Qualifications

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		Robert H. Swan Age: 61 Director Since: 2015 Committees: •  Audit Committee •  Risk Committee (Chair) Other Public Company Boards: •  GoTo Group

Experience

Mr. Swan is an operating partner at Andreessen Horowitz (a venture capital firm) where he advises growth stage portfolio companies as they scale their businesses. Previously, he was CEO of Intel Corporation (“Intel”), a multinational technology company. He first served as Intel’s Executive Vice President and Chief Financial Officer from 2016 and added interim CEO to his duties in June 2018 to January 2019, then served as a director and CEO from January 2019 to February 2021. Mr. Swan served as an Operating Partner of General Atlantic, a leading global growth equity firm. From 2006 to 2015, Mr. Swan served as Senior Vice President, Finance and Chief Financial Officer at eBay, where he oversaw all aspects of the Company’s finance function, including controllership, financial planning and analysis, tax, treasury, audit, mergers and acquisitions, and investor relations. Prior to eBay, Mr. Swan served as Chief Financial Officer at Electronic Data Systems Corp., TRW Inc., and Webvan Group, Inc. He also served as Chief Operating Officer and CEO of Webvan Group.

He currently serves on the Board of Commissions of GoTo Group, an Indonesian technology company publicly traded on the IDX, and the Board of Directors of Flexport, a logistics technology company. He previously served on the board of directors of Applied Materials, Inc. from 2009 to 2016, and AppDynamics from 2016 to 2017.

Mr. Swan began his career at General Electric, where he spent 15 years in numerous senior finance roles, including divisional Chief Financial Officer for GE Transportation Systems, GE Healthcare Europe, and GE Lighting.

Mr. Swan received his B.S. from the University at Buffalo and his M.B.A. from the State University of New York at Binghamton.

Director Qualifications

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		Perry M. Traquina Age: 66 Director Since: 2015 Committees: •  Audit Committee •  Corporate Governance and Nominating Committee Other Public Company Boards: •  Morgan Stanley (since 2015) •  The Allstate Corporation (since 2016)

Experience

Mr. Traquina is the former Chairman, Chief Executive Officer, and Managing Partner of Wellington Management Company LLP, a global investment management firm. Mr. Traquina held this position for a decade until his retirement from the firm in 2014. During his 34-year career at Wellington, he was an investor for 17 years and a member of the management team for the other half of his time at the firm.

Mr. Traquina received his B.A. from Brandeis University and his M.B.A. from Harvard University.

Director Qualifications

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Corporate Governance

Highlights

eBay is committed to transparency and accountability, as demonstrated by the following governance features:

Stockholder Rights
Our Board is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders, including governance provisions that protect and empower stockholders.
•  Prepare Audit Committee Report	Special Meetings – Stockholders representing 20% or more of eBay common stock can call a special meeting of stockholders. This threshold was previously 25%.  N E W
	Annual Election of Board of Directors – All directors are elected annually by the stockholders, and stockholders can remove directors with or without cause.
	Majority Voting for inclusionElection of Board of Directors – We have adopted a majority voting standard and bylaw for the election of directors in ouruncontested elections.
	Proxy Access for Director Nominations – We have adopted a proxy statement; •  Approve audit and non-audit services providedaccess bylaw provision that allows an eligible stockholder or group of stockholders to us by our independent auditors; •  Consider conflicts of interest and review all transactions with related persons involving executive officers ornominate candidates for election to the Board members that are reasonably expected to exceed specified thresholds; •  Review and discuss with management our major risk exposures, including financial, operational, privacy, security, cybersecurity, competition, legal, and regulatory risks, and the steps we have taken to detect, monitor, and actively manage such exposures; •  Review with our General Counsel and Secretary significant legal, compliance, and regulatory matters that could have a material impact on our financial statements or our business, including material notices to or inquiries received from governmental agencies; and •  Determine the compensation of our Vice President, Internal Audit, who meets with the Audit Committee regularly without other members of management present.

Corporate Governance

The Audit Committee also has primary responsibility for the oversight of risks facing our business. See “Corporate Governance – Our Corporate Governance Practices – Risk Oversight – Audit Committee’s Role in Risk Oversight.”

You can view our Audit Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance.cfm.

Compensation Committee

The members of our Compensation Committee are all independent in accordance with the rules and regulations of The NASDAQ Stock Market, the Exchange Act and Section 162(m) of the Internal Revenue Code.

Compensation Committee		Eight Meetings in 2016
All independent		Key Responsibilities
Edward W. Barnholt (Chair) Anthony J. Bates Bonnie S. Hammer Kathleen C. Mitic Thomas J. Tierney		•  Review and approve all compensation programs applicable to directors and executive officers, the overall strategy for employee compensation, and the compensation of our CEO and our other executive officers; •  Oversee and monitor compliance with the Company’s stock ownership guidelines applicable to directors and executive officers; •  Review the Compensation Discussion and Analysis containedincluded in our proxy statement and prepareballot.
	Majority Voting for Charter and Bylaw Amendments – Our charter and bylaw provisions do not have supermajority voting provisions. Stockholders can approve binding charter and bylaw amendments with a majority vote.
	Independent Board Leadership – We have separated the Compensation Committee Report for inclusionroles of Chair of the Board and CEO, and the Chair of the Board is an independent director. When our Board Chair is not independent, we require a Lead Independent Director with robust responsibilities.
	Stockholder Engagement – Stockholders can communicate directly with the Board and/or individual directors. In addition, management and members of the Board regularly engage with stockholders to solicit their views on important issues such as corporate governance and executive compensation.

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The Compensation Committee Charter permits the Compensation Committee to, in its discretion, delegate all or a portion of its duties

Board Composition and responsibilities to a subcommittee of the Compensation Committee.

Additional disclosure regarding the role of the Compensation Committee in compensation matters, including the role of consultants in compensation decisions, can be found under “Compensation Discussion and Analysis — Compensation Decisions for 2016” and “Compensation Discussion and Analysis — Further Considerations for Setting Executive Compensation — Role of Consultants in Compensation Decisions” below.

You can view our Compensation Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance.cfm.

Compensation Committee Interlocks and Insider Participation. All members of the Compensation Committee during 2016 were independent directors, and no member was an employee or former employee of eBay. No Compensation Committee member had any relationship requiring disclosure under Item 404 of Regulation S-K promulgated by the SEC. During 2016, none of our executive officers served on the Compensation Committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee or Board.

Corporate GovernanceIndependence

Corporate GovernanceThe Board has developed a set of guiding principles relating to Board membership. The Board believes that in light of the rapidly changing environment in which the Company operates, the Board must be comprised of members with highly relevant professional experience. In addition, although the Board does not have term limits, the Board believes that a certain amount of director turnover is to be expected and Nominating Committeeis desirable.

All members

Ongoing Assessment of Composition

Commitment to Board Refreshment

Our Board has shown an ongoing commitment to Board refreshment and to having highly qualified, independent perspectives in the boardroom. Of our 9 director nominees, 8 were added since 2015. Our directors have an average tenure of 5 years. This experience balances the institutional knowledge of our Corporate Governancelonger-tenured directors with the fresh perspectives brought by our newer directors. A goal of our board refreshment is enhancing the diversity of skills and Nominating Committee are independent underexperience of the listing standardsBoard and well-planned succession planning for alignment with oversight of The NASDAQ Stock Market. Mr. Green joined the Corporate Governance and Nominating Committee in March 2017.long-term strategy.

Director Nominations.The Corporate Governance and Nominating Committee considers nominee recommendations from a variety of sources, including nominees recommended by stockholders. The Corporate Governance and Nominating Committee has from time to time retained an executive search firm to help facilitate the screening and interview process of director nominees. The Corporate Governance and Nominating Committee expects that qualified candidates will have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems, and will be able to represent the interests of the stockholders as a whole rather than special interest groups or constituencies.

Director Selection Principles

Among otherThe Corporate Governance and Nominating Committee considers a number of factors in determining the slate of director nominees for election to the Company’s Board that it recommends to the Board, with each candidate being reviewed relative to the following principles.

	The Board should be composed of directors chosen on the basis of their character, integrity, judgment, skills, background, and experience of particular relevance to the Company.
	Directors should have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems.
	Directors should also represent the balanced, best interests of the stockholders as a whole, rather than special interest groups or constituencies.
	Each director should be an individual of the highest character and integrity, with the ability to work well with others and with sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director.
	In addressing the overall composition of the Board, characteristics such as gender, race, age, international background, and expertise should be considered.
	The Board should be composed of directors who are highly engaged with our business.
	The Board should include individuals with highly relevant professional experience.

16     ebay / 2022 Proxy Statement

Diversity of Skills and Experience

In planning for succession, the Corporate Governance and Nominating Committee considers each candidate relative to the following attributes:overall mix of skills and experience of the Board and the types of skills and experience desirable for future Board members, in light of the Company’s business and long-term strategy. Experiences, qualifications, skills and attributes prioritized by the committee include the following:

The Corporate GovernanceFurther Diversity Priorities (Gender and Nominating Committee also considers the interplay of a candidate’s background and expertise with that of other Board members, and the extent to which a candidate may be a desirableRace)

In addition to any committee of the Board. The Corporate Governanceskills and Nominating Committee also values diversity as a factor in selecting nominees to serve on the Board.

Our Corporate Governance Guidelines provide thatexperience, the Corporate Governance and Nominating Committee should consider diversity (includingconsiders gender, race, age and race), age, international background, and expertisenational origin in evaluating potential Board members. When searching for new directors, the Corporate Governance and Nominating Committee actively seeks out qualified women and individuals from minorityunderrepresented groups to include in the pool from which Board nominees are chosen. Finally,

In addition to diversity in experiences, our directors also reflect diversity in the categories noted below:

Board Diversity Matrix (As of April 21, 2022)

Corporate Governance

You can view our Corporate Governance and Nominating Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance.cfm.

Our Board is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders, including governance provisions that protect and empower stockholders, including:

Corporate Governance |Our Corporate Governance Practices

Gender Pay Equity and Global Diversity & Inclusion.At our 2016 annual meeting, stockholders considered a stockholder proposal to publish a report on gender pay equity. Prior to receiving this stockholder proposal, we had begun the process of conducting an extensive global study of gender pay equity that considered the main components of compensation, including salary, bonus and stock. While the proposal did not pass, it garnered significant support. In October 2016, we publicly disclosed key findings of our pay equity study, including that women earn the same as men in the U.S. in terms of salary. As part of our fall governance outreach, we updated our stockholders on the results of our gender pay equity study. In addition, in March 2017, we publicly disclosed our first Global Diversity & Inclusion report since the Spin-Off of PayPal and the sale of our Enterprise segment. The report included both quantitative information on our global gender diversity and U.S. racial and ethnic diversity and qualitative information on our strategic approach, programs and initiatives.

Our Corporate Governance Practices

We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board accountability are key to our relationship with our stockholders. To help our stockholders understand our commitment to this relationship and our governance practices, the Board has adopted a set of Corporate Governance Guidelines to set a framework within which the Board will conduct its business. Our Corporate Governance Guidelines are summarized below along with certain other of our governance practices.

Executive Sessions among Independent Directors. At least several times a year, the independent directors meet in executive session. The Chairman leads these discussions.

Outside Advisors.committee. The Board and each of its committees may retain outside advisors of its choosing at the Company’s expense. Neither the Board nor any committee is required to obtain management’s consent to retain outside advisors.

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Audit Committee

Each member of the Audit Committee is independent in accordance with the audit committee independence requirements of the listing rules of The Nasdaq Stock Market and the applicable rules and regulations of the SEC. Our Board has determined that each of Ms. Hayles and Messrs. Traquina and Swan is an “audit committee financial expert” as defined by SEC rules.

Members

Key Responsibilities

You can view our Audit Committee Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.

Compensation and Human Capital Committee

The members of our Compensation and Human Capital Committee are all independent in accordance with the rules and regulations of The Nasdaq Stock Market and the Exchange Act and Section 162(m) of the Internal Revenue Code. In 2021, we took the important step of expanding the role of the Committee to formally include broad oversight of Human Capital Management. In this capacity, we have planned with the executive leadership team to engage in a regular cadence of discussions throughout the year on critical matters such as diversity, equity & inclusion, pay equity and management development.

Members

Key Responsibilities

You can view our Compensation and Human Capital Committee Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.

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Corporate Governance and Nominating Committee

All members of our Corporate Governance and Nominating Committee are independent under the listing standards of The Nasdaq Stock Market.

Members

Key Responsibilities

The Corporate Governance and Nominating Committee takes into account the set of guiding principles relating to Board membership described in “Board Composition and Independence.”

You can view our Corporate Governance and Nominating Committee Charter on the corporate governance section of our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.

Risk Committee

The Risk Committee Charter requires a majority of the committee members to be independent under the listing standards of the Nasdaq Stock Market. Currently, all members of our Risk Committee are independent under the Nasdaq Stock Market listing standards.

Members

Absent exigent circumstances, all

Key Responsibilities

You can view our Risk Committee Charter on the corporate governance section of our investor relations website at
https://investors.ebayinc.com/corporate-governance/governance-documents.

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Board membersand Committee Effectiveness

We believe in strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board accountability. Our Corporate Governance Guidelines set forth a framework within which our Board conducts its business and demonstrates our commitment to good governance and a productive relationship with our stockholders. Principle features of our Corporate Governance Guidelines are summarized below along with certain other of our governance practices.

Engaged Independent Oversight Board Operations o Robust oversight of corporate strategy o Executive sessions scheduled for each regular Board meeting o Director product showcases o Open access to senior management and information o Access to third-party advisors o Frequent informal Board calls o Opportunity to engage with employees at company-wide events o Engagement with management outside of Board meetings through working groups Governance Practices Accountability to Stockholders o Proxy access for director candidates nominated by stockholders o Majority voting standard for uncontested director elections o Annual director elections o All directors are expected to attend eBay’s annual meetingthe Annual Meeting of Stockholders, and with the exception of now-retired Directors Anderson and Omidyar, all attended the 2021 Annual Meeting Governance Principles o Independent Chair o Stock ownership guidelines for directors o Prohibition on stock hedging and pledging o Commitment to strong governance practices and recognition of the importance of strong governance to value creation and risk oversight Incorporation of Feedback Annual Governance Review o Review and update corporate governance practices in context of Board operations and stakeholder feedback o Review committee charters annually and update as needed Annual Self-Evaluation o Formal Board and committee self-evaluations conducted by independent Chairs o Feedback incorporated into Board practices o Enhanced process to include 1v1 conversations between chairs and individual directors based on results of written feedback N E W Stockholder Outreach o Regular fall and spring governance outreach with significant stockholders Board Composition Director Recruitment o Seek directors with diverse perspectives and expertise relevant to our long-term business strategy o Emphasis on adding directors with diverse backgrounds to the Board Diverse, Independent Board with Mix of Tenures o All directors except our CEO are independent o Board includes five female and three racially diverse directors o Directors possess wide range of expertise to foster diverse perspectives Director Education o eBay provides membership in person or by telephone or video call. Allthe National Association of ourCorporate Directors to all directors servingand sponsors attendance at additional educational programs o Directors provided updates on ourrelevant eBay compliance training Board at the time of our last annual meeting of stockholders, which was held in April 2016, attended that meeting.

Annual Self-Evaluations It is important that the Board and its committees are performing effectively and in the best interests of the Company and its stockholders. The Board and each committee perform an annual self-assessment toannually evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment,self-evaluation, directors are able to provide feedback on the performance of other directors. The Chairmanchairs of the Board leadsand of the Corporate Governance and Nominating Committee lead the Board in its review of the results of the annual self-assessmentself-evaluation. Self-Evaluation Questionnaire Provides director feedback on the Board and takes further actioneach of the Committees as needed. Inwell as each director Director Interviews Chairs have 1v1 conversations with individual directors based on themes of questionnaire responses Results Analyzed Results of the self-evaluations are analyzed and discussed with Corporate Governance and Nominating Committee Summary of Results Summary of Board and Committee self-evaluation results provided to full Boa rd Ongoing Feedback Directors are encouraged to provide ongoing feedback in addition to the annual self-evaluation Feedback Incorporated Policies and practices updated as appropriate as a result of the annual self-evaluation and ongoing feedback Review of Process Our Corporate Governance and Nominating Committee periodically reviews the self-evaluation process

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Board Oversight and Stockholder Engagement

Strategy Oversight

One of the Board’s key responsibilities is overseeing the Company’s strategy, and the Board has deep experience and expertise in the area of strategy development and insights into the most important issues facing the Company. Setting the strategic course of the Company provides membership ininvolves a high level of constructive engagement between management and the National Association of Corporate Directors to all Board members to assist them in remaining current with exemplary board and committee practices and developments in corporate governance.Board.

The Board regularly discusses eBay’s key priorities, taking into consideration and adjusting the Company’s long-term strategy with global economic, customer and other significant trends, as well as changes in the e-commerce industry and the regulatory landscape.

Corporate Governance |Our Corporate Governance Practices

Management Succession Planning and Workplace Culture

The Board recognizes the importance of effective executive leadership to eBay’s success. We conduct a review process at least annually that includes succession plans for our senior leadership positions. These succession plans are reviewed and approved by ourthe Board. In conducting its review, the Board considers, among other factors, organizational and operational needs, competitive challenges, leadership/management potential and development, and emergency situations.

Board Connection to eBay Workplace Culture

The Board is intently focused on fostering a culture of leadership, development and excellence

Our workplace culture is linked to eBay’s mission of empowering people and creating economic opportunity for all. This shared purpose has influenced our culture for over 25 years and motivates our employees every day. We are rooted in core beliefs of empowering our community, innovating boldly, delivering with impact, being for everyone and acting with integrity. The Board views eBay’s workplace culture as an asset and oversees eBay’s employee engagement and other workforce development programs.

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Enterprise Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, includingSustainability Oversight

eBay faces economic, financial, legal and regulatory, operational and other risks, such as the impact of competition. Management is responsible forcompetition and sustainability risks, including social, environmental and reputational factors that are integral to the day-to-day managementstrength of the risksour brands. The Board recognizes that our ability to manage risk can influence whether we face, while theachieve our strategic and operating objectives. The Board, as a whole and through its committees, has responsibility for the oversight of risk management.management, while management is responsible for the day-to-day management of the risks that we face. In its risk oversight role, the Board is responsible for satisfying itself that the risk management framework and supporting processes as implemented by management are adequate and functioning as designed. The Board also influences risk management by fostering a corporate culture of integrity and risk awareness.

Audit Committee’s Role in Risk Oversight.While the

Board is ultimatelyof Directors Ultimately responsible for risk oversight at eBay,and direct oversight of major risks o Strategic and competitive o Operational planning and execution o Determines risk oversight responsibilities of its committees Risk Committee Assists the Board has delegatedin its oversight of the Enterprise Risk Management ("ERM") program for key risks such as information security and regulatory compliance (including privacy, anti-money laundering and foreign assets control). Audit Committee Oversight of financial risks facing the Company's businesses, including tax, credit, market, liquidity and investment policy risk. Oversight of ethics and compliance program and responsibility for review of related party transactions. Compensation and Human Capital Committee Promotes appropriate level of risk taking by management through the design and administration of our compensation programs. Oversight of management's global compensation and employee retention strategies. Oversight of human capital management strategy and practices. Corporate Governance and Nominating Committee Influences culture of the board and tone from the top through Board composition recommendations. Oversight of eBay sustainability initiatives, including eBay Impact. ERM Program With oversight from the Risk Committee, identifies, assesses, prioritizes and manages our major risk exposures. Senior Management Guides programs and reports to Board and committees on strategies and progress o Promotes a workforce culture of risk awareness o Determines with Board appropriate risk tolerances Internal Audit Reporting directly to the Audit Committee, supplies independent assurance of design and effectiveness of risk management. eBay Impact With oversight from the primary responsibilityCorporate Governance and Nominating Committee, team of key functional leaders implementing policies and programs for the oversight of risks facing our businesses. The Audit Committee’s charter provides that it will reviewsustainability and discuss with management our major risk exposures, including financial, operational, privacy, security, cybersecurity, competition, legal,philanthropy. Business Functions, Operations and regulatory risks,Commerce Platforms Our People, Culture and the steps we have taken to detect, monitor,Beliefs

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Risk Management and actively manage such exposures, as well as management’s risk assessment andSustainability

Our risk management policies. The Audit Committee reviews with our General Counsel any significant legal, compliance,framework, including ERM and regulatory matters that could have a material impact on our financial statements or our business, including material notices to or inquiries received from governmental agencies. We also haveImpact sustainability programs, is embedded an enterprise risk management (“ERM”) program across our core businesses, aligned with oversight of our Company-wide initiative involvingcompany-wide initiatives by the Audit Committee,Board and its committees as illustrated above. Our approach to risk management and other personnel. The ERM framework is designed to identify, assess, prioritize and manage our major risk exposures which could affect our ability to execute on our corporate strategy and fulfill our business objectives. The ERM program is designed toThese programs enable the Audit CommitteeBoard to establish a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities, to review the Company’s risk exposure and risk tolerance, and to elevate certain key risks for oversight at the Board level.

Management’s Role in Risk Oversight.Our Vice President, Internal Audit is responsible for

Management collaborates internally, with oversight from the Board, and periodically engages independent advisors to update risk assessments. Key risks encompassed by the ERM program include, without limitation, information security, data privacy, human capital management and regulatory compliance (including privacy, anti-money laundering and foreign assets control). As a result of our internal audit function and our risk governance framework, which includesmost recent sustainability risk assessment, monitoring,eBay’s Impact team focuses its efforts on several key areas, including Economic Opportunity, Sustainable Commerce, Culture & Workforce and reporting. The Vice President, Internal Audit reports directlymaintaining a Trusted Managed Marketplace. This assessment will be updated in Fall 2022 in order to the Audit Committee, and the Audit Committee reviews and evaluates the compensation and performancecontinually reflect our most salient issues.

Key members of the Vice President, Internal Audit and provides the Vice President, Internal Audit with direct access to the Audit Committee. The Vice President, Internal Audit facilitates the Audit Committee’smanagement, as appropriate, periodically review and approval of the internal audit plan and provides regular reporting on audit activities. In addition, through consultation with management, the Vice President, Internal Audit periodically assesses the major risks facing eBay and coordinates with the executives responsible for such risks through the risk governance process. The Vice President, Internal Audit periodically reviews with the AuditRisk Committee the major risks facing eBay and the steps management has taken to detect, monitor, and actively manage those risks within the agreed risk tolerance. Likewise, the Corporate Governance and Nominating Committee receives periodic updates on eBay sustainability initiatives. The executiveexecutives responsible for managing a particular risk may(in the case of cybersecurity risks, our Chief Technology Officer and Chief Information Security Officer) also report to the Audit CommitteeBoard or its committees, as appropriate, on how the risk is being managed and progress towards agreed mitigation goals.

In addition

Management works across the organization to help our business groups and functions prioritize risk management as part of the general oversight responsibility that has been delegated tocompany’s strategy. Through the Audit Committee, other committees reviewcombination of the risks within their areas of responsibility and expertise. For example, the Compensation Committee reviews the risks associated with our compensation policies and practicesERM program and our succession planning process.

Corporate Governance |Our Corporate Governance Practices

Risk AssessmentImpact sustainability efforts, we believe that our risk management framework appropriately addresses the spectrum of Compensation Policies and Practices.We haverisks facing our businesses, including but not limited to each of the material issues identified by the Sustainability Accounting Standards Board (SASB) industry standards as being applicable to companies in our industry, including climate risks. Climate risks are more fully assessed the compensation policies and practicesin our separate Task Force for our employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company. This analysis was presented to the Audit Committee and the Compensation Committee, both of which agreed with this conclusion.

Climate-Related Financial Disclosure (TCFD) aligned report found at https:/Corporate Hotline. We have established a corporate hotline that is operated by a third party and allows any employee to confidentially and anonymously (where legally permissible) lodge a complaint about any accounting, internal control, auditing, or other matters of concern./www.ebayinc.com/impact/.

Diversity, Equity & Inclusion Highlights

Diversity, Equity and Inclusion (DE&I) is core to who we are and is the cornerstone upon which our business is built. We are committed to being a richly diverse, truly equitable and fearlessly inclusive place to work, grow, sell and buy. Over the past year, we have evolved our approach to DE&I by focusing on key objectives we need to deliver to realize sustained progress. Our four objectives are: increasing representation, cultivating a sense of belonging, engaging our communities and allies - our sellers and buyers as well as the broader communities we serve - and building inclusive technology. Equity remains at the forefront of all we do as we deliver meaningful progress across each of these strategic objectives. We will continue to be transparent about our journey, progress made as well as lessons learned. The results of our sixth gender pay equity study found that we have 99.9% gender pay equity in the U.S. and 100.0% globally. For more information please visit our Diversity, Equity and Inclusion website at https://www.ebayinc.com/company/diversity-equity-inclusion/.

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eBay Impact

Many of our Impact sustainability initiatives involve cross-company collaboration on goal setting, impact measurement and reporting, which is published we publish annually on the eBay Impact website. To advance our strategies, manage environmental, social and governance (“ESG”) risks and capitalize on opportunities, eBay has formed the ESG Council, which is composed of key members of our management team and engages with numerous critical partners across the company. This Council is chaired by our Chief Sustainability Officer and is key to eBay integrating sustainability more seamlessly into the business and supporting our transition to a low carbon economy, which is currently focused on achieving 100% renewable energy in our electricity supply by 2025. We published our second TCFD report in 2021, addressing the investor need for increased disclosure on climate risks and opportunities. For more information please visit our eBay Impact website at https://www.ebayinc.com/impact/.

Empowering communities through thoughtful commerce

Goals: We are working to better understand, track and quantify our environmental footprint

	Renewable Energy Source 100 percent renewable energy in our electricity supply by 2025 for eBay-controlled data centers and offices.				Carbon Emissions –Science Based Target Reduce absolute scope 1 and scope 2 GHG emissions 90% by 2030 from a 2019 base year and reduce absolute scope 3 emissions from downstream transportation and distribution 20%.

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Stockholder Engagement

Why We Engage

Our directors and management are committed to maintaining a robust dialogue with stockholders. We routinely engage with stockholders throughout the year in order to:

After we file our proxy statement, we engage with our largest stockholders about important topics to be addressed at our annual meeting. Since January 2021, we have offered to meet on ESG matters with approximately 45 investors representing more than 50% of our outstanding shares, which resulted in approximately 25 conference calls with investors representing more than 25% of our outstanding shares.

How We Engage

Board The Chair of the Board and other directors are available for engagement with large stockholders, including participating in joint corporate governance and investor relations meetings. The Board receives feedback from management's engagement with stockholders through a cadence of management reports throughout the year. Investor Relations We provide institutional investors with many opportunities to provide feedback to our Board and management. We participate in: ? Webcast events ? One-on-one meetings ? Investor conferences throughout the year To learn more about our engagement, you may visit our investor relations website at https://investors.ebayinc.com. ESG Team We engage with governance representatives of our major stockholders through conference calls that occur during and outside of the proxy season. Members of eBay's corporate governance, investor relations, sustainability, corporate compliance, DE&I and executive compensation teams discuss, among other matters, company performance, emerging governance practices, the reasons behind a stockholder's voting decisions at prior meetings, executive compensation programs and sustainable business practices. Outcomes from Stockholder Engagement Stockholder feedback is thoughtfully considered and has led to modifications in our governance practices, executive compensation program and disclosure. Some of the actions we have taken that are informed by stockholder feedback over the last several years include: o Enhanced incentive compensation program to include ESG goals and three-year relative total shareholder return o Instituted eBay's first-ever dividend program and expanded return of capital through disciplined stock buybacks o Initiated a strategic portfolio review that resulted in the sale of StubHub, eBay Classifieds, and eBay Korea. o Conducted review, resulting in a three-year plan for significant margin expansion o Reorganized our executive leadership team and launched other important strategic and business initiatives o Reduced the threshold for calling a special meeting from 25 percent to a 20 percent standard o Adopted a mainstream proxy access bylaw o Increased stock ownership requirement for chief executive officer o Committed to enhancing the Board's oversight of eBay's political spending

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Governance Policies and Practices

Contacting the Board or Individual Directors

Stockholders may contact the Board, individual directors or groups of directors (such as all of our independent directors) at the following address:

c/o Corporate Secretary, eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125

The Corporate Governance and Nominating Committee has delegated responsibility for initial review of stockholder communications to our Corporate Secretary. This process assists the Board in reviewing and responding to stockholder communications in an appropriate manner. The Corporate Governance and Nominating Committee has instructed our Corporate Secretary to review correspondence directed to the Board and its principal committees. It is at her discretion to determine whether to forward items solely related to complaints by users with respect to ordinary course of business, customer service and satisfaction issues, or matters she deems to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s or its committees’ consideration.

Governance Documents

Our Corporate Governance Guidelines, the charters of our principal Board committees, and our Code of Business Conduct can be found on our investor relations website at https://investors.ebayinc.com/corporate-governance/ governance-documents. Any changes in these governance documents will be reflected in the same location on our website. Information contained on our investor relations website is not part of this Proxy Statement.

Majority Vote Standard for Election of Directors

Our bylaws provide that in the event of an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director—i.e., the numbers of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. “ABSTAIN” votes will be counted as present for purposes of this vote but are not counted as votes cast. Broker non-votes will not be counted as present and are not considered votes on the proposal. As a result, abstentions and broker non-votes will have no effect on the vote for Proposal 1: Election of Directors.

Director Resignation Provisions for Uncontested Elections

If a nominee who is serving as a director (an “Incumbent Director”) fails to receive the required number of votes for election in accordance with our bylaws in an uncontested election, under Delaware law, the Incumbent Director would continue to serve on the Board as a “holdover director” until his or her successor is elected and qualified, until he or she is re-nominated after consideration by the Corporate Governance and Nominating Committee as described further below or until his or her earlier death, resignation, retirement, or removal pursuant to our bylaws. Our Corporate Governance Guidelines and Bylaws provide that, in considering whether to nominate any Incumbent Director for election, the Board will take into account whether the Incumbent Director has tendered an irrevocable resignation that is effective upon the Board’s acceptance of such resignation in the event the director fails to receive the required vote to be elected, as described above. Each of our Incumbent Directors has tendered an irrevocable resignation. In the case of a proposed nominee who is not an Incumbent Director, the Board will take into account whether he or she has agreed to tender such a resignation prior to being nominated for election.

In the case of an uncontested election, if a nominee who is an Incumbent Director does not receive the required vote for election, the Corporate Governance and Nominating Committee or another committee of the Board will decide whether to accept or reject such director’s resignation (if the director has tendered such a resignation), or whether to take other action, within 90 days after the date of the certification of the election results (subject to an additional 90-day period in certain circumstances). In reaching its decision, the Corporate Governance and Nominating Committee will review factors it deems relevant, which may include any stated reasons for “AGAINST” votes, whether the underlying cause or causes of the “AGAINST” votes are curable, criteria considered by the Corporate Governance and Nominating Committee in evaluating potential candidates for the Board, the length of service of the director, the size and holding period of such director’s stock ownership in the Company, and the director’s contributions to the Company. The Corporate Governance and Nominating Committee’s decision will be publicly disclosed in a filing with the SEC. If a nominee who was not already serving as a director fails to receive the required votes to be elected at the Annual Meeting, he or she will not become a member of the Board. All of the director nominees are currently serving on the Board and each director nominee has submitted an irrevocable resignation of the type described above.

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Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines to better align the interests of our directors and executive officers with the interests of our stockholders and further promote our commitment to sound corporate governance. Under these guidelines, our executive officers are required to achieve ownership of eBay common stock valued at three times their annual base salary (six times in the case of our CEO). For the executive officers, these guidelines are initially calculated using the executive officer’s base salary as of the date the person is first appointed as an executive officer. These guidelines are then recalculated each January 1st immediately following the third anniversary of the most recent calculation. In addition, these guidelines will also be recalculated as of the date on which an executive officer’s pay grade changes. Our directors (except for our CEO) are required to achieve ownership of eBay common stock valued at five times the amount of the annual retainer payable to directors.

Each of our executive officers is required to retain 50% of any shares received (net of any shares sold or withheld to pay any applicable exercise price or satisfy tax withholding obligations) as the result of the exercise, vesting or payment of any eBay equity awards granted to the executive officer until the stock ownership guidelines are met. Each of our non-employee directors is required to retain 25% of the shares received (net of any shares sold or withheld to pay any applicable exercise price or satisfy tax obligations) as the result of the exercise, vesting or payment of any eBay equity awards granted to the director until the stock ownership guidelines are met. Our stock ownership guidelines can be found on our investor relations website at https://investors.ebayinc.com/corporate-governance/governance-documents.

The ownership levels of our executive officers and directors as of April 1, 2022 are set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

Hedging and Pledging Policy

The Company’s insider trading policy prohibits directors, executive officers, and other employees from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities, such as a put or call option, futures contract, short sale, collar, or other derivative security. The policy also prohibits directors and executive officers from pledging eBay common stock as collateral for any loans.

Clawbacks

In 2012, we implemented changes to the eBay Incentive Plan and the Company’s equity incentive plans to provide that awards made under those plans are subject to a clawback provision. In January 2014, the terms of the clawback were adopted by the Compensation and Human Capital Committee subject to amendment to comply with the SEC rules to be issued in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act.

Conflicts of Interest/Code of Business Conduct

We expect our directors, executive officers, and other employees to conduct themselves with the highest degree of integrity, ethics, and honesty. Our credibility and reputation depend uponon the good judgment, ethical standards, and personal integrity of each director, executive officer, and employee. Our Code of Business Conduct requires that directors, executive officers, and other employees disclose actual or potential conflicts of interest and recuse themselves from related decisions. In order to better protect us and our stockholders, we regularly review our Code of Business Conduct and related policies to ensure that they provide clear guidance to our directors, executive officers, and employees.

The Company also has practices that address potential conflicts in circumstances where a non-employee director is a control person of an investment fund that desires to make an investment in or acquire a company that may compete with one of the Company’s businesses. Under those circumstances, the director is required to notify the Company’s CEO and General Counsel of the proposed transaction, and the Company’s senior management then assesses the nature and degree to which the investee company is competitive with the Company’s businesses, as well as the potential overlaps between the Company and the investee company. If the Company’s senior management determines that the competitive situation and potential overlaps between eBay and the investee company are acceptable, approval of the transaction by the Company would be conditioned upon the director agreeing to certain limitations (including refraining from joining the board of directors of the investee company or conveying any confidential or proprietary material between the Company and the investee company, abstaining from being the primary decision-maker for the investment fund with respect to the investee company, and recusing himself/herself from portions of Company Board meetings that contain competitive information reasonably pertinent to the investee company). All transactions by investment funds in which a non-employee director is a control person also remain subject in all respects to the Board’s written policy for the review of related person transactions, discussed under the section entitled “Certain Transactions with Directors and Officers” below.

Stockholders wishing to submit recommendations or director nominations pursuant to the advance notice procedures set forth in our Bylaws for our 2018 Annual Meeting of Stockholders should submit their proposals to the Corporate Governance and Nominating Committee in care of our Corporate Secretary. Such submissions should be in accordance with the time limitations, procedures, and requirements described under the heading “May I propose actions for consideration at next year’s Annual Meeting or nominate individuals to serve as directors?Officers.” in the section entitled “Questions and Answers about the Proxy Materials and our 2017 Annual Meeting” below.

Proxy Access for Director Nominations. In March 2016, our Board adopted a “Proxy Access for Director Nominations” bylaw provision, which permits an eligible stockholder or group of up to 20 stockholders to nominate candidates for election to our Board. Proxy access candidates will be included in our proxy statement and ballot. The proxy access bylaw provision provides that holders of at least 3% of eBay common stock, which can comprise up to 20 stockholders, holding such stock continuously for at least three years, can nominate two individuals or 20% of the Board, whichever is greater, for election at an annual

Corporate Governance |Our Corporate Governance Practices

stockholders meeting. Our Bylaws provide details regarding the time frames and procedures that must be followed and other requirements that must be met to nominate directors through this process.www.ebayinc.com     29

The Corporate Governance and Nominating Committee has delegated responsibility for initial review of stockholder communications to our Corporate Secretary. This process assists the Board in reviewing and responding to stockholder communications in an appropriate manner. The Corporate Governance and Nominating Committee has instructed our Corporate Secretary to review correspondence directed to the Board and its principal committees. It is at her discretion to determine whether to forward items solely related to complaints by users with respect to ordinary course of business, customer service and satisfaction issues, or matters she deems to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s or its committees’ consideration.

We have taken a number of steps to ensure continued independence of our outside auditors. Our independent auditors report directly to the Audit Committee, and we limit the use of our auditors for non-audit services. The fees for services provided by our auditors in 2016 and 2015 and our policy on pre-approval of non-audit services are described under “Proposal 4 — Ratification of Appointment of Independent Auditors” below.

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of March 20, 2017 by (1) each stockholder known to us to be the beneficial owner of more than 5% of our common stock, (2) each director and nominee for director, (3) each of the executive officers named in the 2016 Summary Compensation Table below, and (4) all executive officers and directors as a group. Unless otherwise indicated below, the address for each of our executive officers and directors is c/o eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125.