UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): May 30, 2019
eBay Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-37713 | 77-0430924 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2025 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive offices)
(408) 376-7008
(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 theForm 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):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of exchange on which registered | ||
Common stock | EBAY | The Nasdaq Global Select Market | ||
6.00% Notes due 2056 | EBAYL | The Nasdaq Global Select Market |
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) orRule 12b-2 of the Securities Exchange Act of1934 (§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 5.03 | Amendments to Articles of Incorporation or Bylaws |
On May 30, 2019, the stockholders of eBay Inc. (the “Company”) approved the proposed amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) and the Company’s Amended and Restated Bylaws (the “Bylaws”) to allow, subject to certain terms and conditions, stockholders who own at least 20% of the Company’s outstanding shares of capital stock in the aggregate to call a special meeting of stockholders.
The foregoing general description of the amendments of the Charter and Bylaws is qualified in its entirety by reference to the text of the amendments. A copy of the Charter amendment, effective upon filing with the Delaware Secretary of State on June 4, 2019, is included as Exhibit 3.1 to this report and a copy of the Bylaws amendment, effective May 30, 2019, is included as Exhibit 3.2 to this report, each of which is incorporated by reference herein.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2019 Annual Meeting of Stockholders of the Company held on May 30, 2019, the Company’s stockholders voted on the following five proposals:
1. | The election of 15 director nominees to serve as members of the Board of Directors until the Company’s 2020 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified (Proposal 1); |
2. | The approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2); |
3. | The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the Company’s fiscal year ending December 31, 2019 (Proposal 3); |
4. | The amendment of special meeting provisions in the Company’s Charter and Bylaws (Proposal 4). |
5. | The stockholder proposal requesting that the Board of Directors require an independent chair (Proposal 5). |
The following is a summary of the matters voted on at the meeting.
1. | Proposal 1 – Election of Directors. Each of the 15 director nominees proposed by the Company was elected to serve until the Company’s 2020 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 | ||||||||||||
Fred D. Anderson Jr. | 676,862,712 | 20,472,713 | 759,442 | 60,695,679 | ||||||||||||
Anthony J. Bates | 683,041,534 | 14,297,735 | 755,598 | 60,695,679 | ||||||||||||
Adriane M. Brown | 696,665,155 | 712,121 | 717,591 | 60,695,679 | ||||||||||||
Jesse A. Cohn | 696,390,268 | 940,692 | 763,907 | 60,695,679 | ||||||||||||
Diana Farrell | 696,748,952 | 628,414 | 717,501 | 60,695,679 | ||||||||||||
Logan D. Green | 695,204,732 | 2,123,007 | 767,128 | 60,695,679 | ||||||||||||
Bonnie S. Hammer | 683,071,143 | 14,294,666 | 729,058 | 60,695,679 | ||||||||||||
Kathleen C. Mitic | 683,110,828 | 14,273,298 | 710,741 | 60,695,679 | ||||||||||||
Matthew J. Murphy | 696,233,935 | 1,101,000 | 759,932 | 60,695,679 | ||||||||||||
Pierre M. Omidyar | 693,548,552 | 3,759,110 | 787,205 | 60,695,679 | ||||||||||||
Paul S. Pressler | 678,987,358 | 18,340,835 | 766,674 | 60,695,679 | ||||||||||||
Robert H. Swan | 695,164,218 | 2,165,983 | 764,666 | 60,695,679 | ||||||||||||
Thomas J. Tierney | 673,863,118 | 23,462,796 | 768,953 | 60,695,679 | ||||||||||||
Perry M. Traquina | 695,404,400 | 1,916,557 | 773,910 | 60,695,679 | ||||||||||||
Devin N. Wenig | 696,321,198 | 1,048,127 | 725,542 | 60,695,679 |
2. | Proposal 2 – 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 | |||
625,037,603 | 72,129,961 | 927,303 | 60,695,679 |
3. | Proposal 3 – 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, 2019. The voting results were as follows: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
734,878,099 | 23,103,536 | 808,911 | n/a |
4. | Proposal 4 – Approval of Special Meeting Provisions. The Company’s stockholders approved the proposal to amend the special meeting provisions in the Company’s Charter and Bylaws. The voting results were as follows: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
693,070,301 | 3,979,535 | 1,045,031 | 60,695,679 |
5. | Proposal 5 – Stockholder Proposal Regarding an Independent Chair. The Company’s stockholders did not approve the stockholder proposal requesting the Board of Directors require an independent chair. The voting results were as follows: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
163,581,523 | 533,552,618 | 960,726 | 63,428,465 |
Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. | Description | |
3.1 | Amended provision of the Amended and Restated Certificate of Incorporation of the Company. | |
3.2 | Amended provision of the Amended and Restated Bylaws of the Company. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
eBay Inc. (Registrant) | ||||||
Date: June 5, 2019 | ||||||
/s/ Marc D. Rome | ||||||
Name: Marc D. Rome | ||||||
Title: Vice President, Legal, Deputy General Counsel & Assistant Secretary |