Current report, items 5.07 and 9.01



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2021-06-15





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UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION




Washington, D.C. 20549










FORM


8-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): June 21, 2021 (


June 15, 2021


)

















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


,


California




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 the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:












































Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)












Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)












Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))












Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))















Securities registered pursuant to Section 12(b)
of the Act:































Title of each class




Trading symbol(s)




Name of exchange on which registered




Common stock







EBAY








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) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter).






Emerging
growth company













If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.












































Item 5.07.



Submission of Matters to a Vote of Security Holders.





At the 2021 Annual Meeting of Stockholders of the eBay Inc. (the “Company”)
held on June 15, 2021, the Company’s stockholders voted on the following five proposals:













1.



The election of 13 director nominees each to serve as a member of the Board of Directors until the Company’s 2022 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, 2021 (Proposal 2);













3.



The approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3);


















4.



The stockholder proposal regarding executive compensation (Proposal 4);
and







5.



The stockholder proposal regarding the right for stockholders to act by
written consent (Proposal 5).








The following is a summary of the matters voted on at the meeting.













1.




Proposal 1 – Election of Directors.

Each of the 13 director nominees proposed by the Company was elected to serve until the Company’s 2022 Annual Meeting of Stockholders and until his, her, or their respective successor has been elected and qualified. The voting results were as follows:









































































































































































































































































Director Name




Votes For




Votes Against




Abstentions




Broker


Non-Votes



Anthony J. Bates





533,382,586






14,493,419






1,394,665






46,847,120




Adriane M. Brown





524,291,904






23,828,876






1,149,890






46,847,120




Diana Farrell





545,853,968






3,187,036






229,666






46,847,120




Logan D. Green





539,463,433






9,308,010






499,227






46,847,120




Bonnie S. Hammer





545,813,858






3,226,328






230,484






46,847,120




E. Carol Hayles





548,070,098






942,564






258,008






46,847,120




Jamie Iannone





547,777,835






1,247,446






245,389






46,847,120




Kathleen C. Mitic





529,968,237






19,048,502






253,931






46,847,120




Matthew J. Murphy





547,596,238






1,166,152






508,280






46,847,120




Paul S. Pressler





534,695,601






14,318,304






256,765






46,847,120




Mohak Shroff





547,841,526






921,571






507,573






46,847,120




Robert H. Swan





543,460,274






5,309,453






500,943






46,847,120




Perry M. Traquina





539,507,239






9,477,176






286,255






46,847,120






































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, 2021. The voting results were as follows:

























Votes For




Votes Against




Abstentions




Broker Non-Votes



556,925,408




38,920,747




271,635




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



386,401,114




158,150,091




4,719,465




46,847,120













4.




Proposal 4 – Stockholder Proposal Regarding Executive Compensation.

The Company’s stockholders did not approve the stockholder proposal regarding executive compensation. The voting results were as follows:









































Votes For




Votes Against




Abstentions




Broker Non-Votes



54,815,765




489,569,756




4,885,149




46,847,120










5.









Proposal 5 – Stockholder Proposal Regarding Right to Act By Written
Consent.

The Company’s stockholders did not approve the stockholder proposal regarding the right for stockholders
to act by written consent. The voting results were as follows:



































Votes For




Votes Against




Abstentions




Broker Non-Votes



255,730,617




292,584,437




955,616




46,847,120













Item 9.01.



Financial Statements and Exhibits.



(d) Exhibits.



The following materials are attached as exhibits to this Current Report
on Form 8-K:


















Exhibit


No.








Description




104




Cover Page Interactive Data File (embedded within the Inline XBRL document)
























SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




















































eBay Inc.














Date: June 21, 2021


By:


/s/ Marc D. Rome





Name:



Marc D. Rome





Title:



Vice President, Legal, Deputy General Counsel and
Assistant Secretary














The above information was disclosed in a filing to the SEC. To see the filing, click here.

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