EBAY INC. Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting of Stockholders of the
1. The election of 9 director nominees each to serve as a member of the Board
of Directors until the Company's 2023 Annual Meeting of Stockholders and
until his, her, or their respective successor has been elected and
qualified (Proposal 1);
2. The ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent auditors for the Company's fiscal year ending
December 31, 2022 (Proposal 2);
3. The approval, on an advisory basis, of the compensation of the Company's
named executive officers (Proposal 3);
4. The approval of Amendment and Restatement of the Employee Stock Purchase
Plan (Proposal 4); and
5. The stockholder proposal regarding the right for stockholders to call a
special meeting (Proposal 5).
The following is a summary of the matters voted on at the meeting.
1. Proposal 1 - Election of Directors. Each of the 9 director nominees
proposed by the Company was elected to serve until the Company's 2023
Annual Meeting of Stockholders and until his, her, or their respective
successor has been elected and qualified. The voting results were as
follows:
Broker
Director Name Votes For Votes Against Abstentions Non-Votes
Adriane M. Brown 429,814,671 28,420,839 1,494,420 43,308,526
Logan D. Green 447,091,322 11,134,042 1,504,566 43,308,526
E. Carol Hayles 447,959,641 11,596,244 174,045 43,308,526
Jamie Iannone 458,277,973 1,273,684 178,273 43,308,526
Kathleen C. Mitic 441,456,335 16,760,399 1,513,196 43,308,526
Paul S. Pressler 450,412,681 7,812,297 1,504,952 43,308,526
Mohak Shroff 458,355,448 1,208,842 165,640 43,308,526
Robert H. Swan 447,424,465 10,802,518 1,502,947 43,308,526
Perry M. Traquina 447,703,255 11,840,706 185,969 43,308,526
2. Proposal 2 - Ratification of Independent Auditors. The Company's
stockholders ratified the appointment of PricewaterhouseCoopers LLP as the
Company's independent auditors for the Company's fiscal year ending
December 31, 2022 . The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
448,160,069 54,705,123 173,264 n/a
3. Proposal 3 - Advisory Vote on Named Executive Officer Compensation. The
Company's stockholders approved, on an advisory basis, the compensation of
the Company's named executive officers. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
407,725,068 51,675,028 329,834 43,308,526
4. Proposal 4 - Approve Amendment and Restatement of the Employee Stock
Purchase Plan. The Company's stockholders approved the Amendment and
Restatement of the Employee Stock Purchase Plan. The voting results were as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
453,572,431 5,953,872 203,627 43,308,526
5. Proposal 5 - Stockholder Proposal Regarding Right to Call a Special
Meeting. The Company's stockholders did not approve the stockholder
proposal regarding the right for stockholders to call a special meeting.
The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
224,698,582 234,373,277 658,071 43,308,526
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following materials are attached as exhibits to this Current Report on Form 8-K: Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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