Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

Check the appropriate box:

  • Preliminary Proxy StatementFiled by a party other than the Registrant

  • Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

  • Definitive Proxy Statement

  • Definitive Additional Materials

  • Soliciting Material Pursuant to §240.14a-12

eBay Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

  • (1) Title of each class of securities to which transaction applies:

  • (2) Aggregate number of securities to which transaction applies:

  • (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

  • (4) Proposed maximum aggregate value of transaction:

  • (5) Total fee paid:

  • Fee paid previously with preliminary materials.

  • Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)Amount previously Paid:

  • (2) Form, Schedule or Registration Statement No.:

  • (3) Filing party:

  • (4) Date Filed:

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 30, 2019, at 8:00 a.m. Pacific Time at our principal executive office located at 2025 Hamilton Avenue, San Jose, California 95125.

Items of Business

Election of 15 directors named in the accompanying Proxy Statement to our Board of Directors (the

"Board") to hold office until our 2020 Annual Meeting of Stockholders

Advisory vote to approve named executive officer compensation

Ratification of appointment of independent auditors

Management proposal to amend special meeting provisions in the Company's charter and bylaws

Stockholder proposal requesting that the Board require an independent chair, if properly presented

Transaction of such other business as may properly come before the Annual Meeting or any

adjournment or postponement of the Annual Meeting

Record Date

Our Board has fixed the close of business on April 5, 2019, as the record date for identifying those stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement of the 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 19, 2019, we are mailing to many of our stockholders a notice instead of a paper copy of the Proxy Statement and our 2018 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 30, 2019: THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AThttps://investors.ebayinc.com/financial-information/annual-reports/default.aspx

This Proxy Statement will also be available in interactive form athttps://iiwisdom.com/ebay-2019

By Order of the Board of Directors

Marie Oh Huber

Secretary

Table of Contents

Table of Contents

PROXY STATEMENT SUMMARY

CORPORATE GOVERNANCEOur Corporate Governance PracticesSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Section 16(a) Beneficial Ownership Reporting

Compliance

CERTAIN TRANSACTIONS WITH DIRECTORS AND OFFICERS

PROPOSALS REQUIRING YOUR VOTE

PROPOSAL 1 - Election of Directors

PROPOSAL 2 - Advisory Vote to Approve Named

Executive Officer Compensation

PROPOSAL 3 - Ratification of Appointment of

Independent Auditors

PROPOSAL 4 - Management Proposal

PROPOSAL 5 - Stockholder Proposal

OUR EXECUTIVE OFFICERS

MESSAGE FROM THE COMPENSATION COMMITTEE

COMPENSATION DISCUSSION AND ANALYSISExecutive Summary

1 6

1 - Elements of Our Executive Compensation Program 2 - Compensation Decisions for 2018

  • 3 - 2018 Business Results

  • 4 - Severance and Change In Control

15

Arrangements with Executive Officers and Clawbacks

21

5 - Further Considerations for Setting Executive Compensation

COMPENSATION COMMITTEE REPORT

22

COMPENSATION TABLES

23

2018 Summary Compensation Table 2018 Grants of Plan-based Awards

24

2018 Outstanding Equity Awards at Fiscal Year-End

24

37 39 43 45 49 50 51

2018 Option Exercises and Stock Vested Potential Payments Upon Termination or Change in Control

COMPENSATION OF DIRECTORS

2018 Director Compensation Table

EQUITY COMPENSATION PLAN INFORMATION

CEO PAY RATIO

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR 2019 ANNUAL MEETING

51

OTHER MATTERS

APPENDIX A: SPECIAL MEETING PROVISIONS - CHARTER

APPENDIX B: SPECIAL MEETING PROVISIONS - BYLAWS

54 62

65

67

70 72

73

73 76

80

83

84 88 89 91 92

93

100

A-1

B-1

Proxy Statement Summary

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Meeting Information

YOUR VOTE IS IMPORTANT. You are eligible to vote if you were a stockholder at the close of business on April 5, 2019 (the "Record Date"). 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:

Proposals Requiring Your Vote

DescriptionBoard's Voting Recommendation

Date

Thursday, May 30, 2019

Time

8:00 a.m. Pacific Time

Location

2025 Hamilton Avenue, San Jose, CA 95125

Record Date

April 5, 2019

How to Vote

By Internet

By Telephone

By Mail

You can vote your shares online atwww.proxyvote.com.

You can vote your shares by calling +1 (800) 690-6903.

If you requested to receive printed proxy materials, you can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

Page

Reference

(for more detail)

Proposal 1. Election of 15 directors named in this Proxy Statement to our Board to hold

FOR each

24

office until our 2020 Annual Meeting of Stockholders

director nominee

Proposal 2. Advisory vote to approve named executive officer compensation

FOR

37

Proposal 3. Ratification of appointment of independent auditors

FOR

39

Proposal 4. Management Proposal regarding special meeting provisions

FOR

43

Proposal 5. Stockholder Proposal requesting that the Board require an independent

AGAINST

45

chair, if properly presented

1

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Disclaimer

eBay Inc. published this content on 19 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 19 April 2019 17:37:04 UTC