Current Report Filing (8-k)
May 22 2017 - 05:10PM
Edgar (US Regulatory)
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): May 18, 2017
eBay Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37713
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77-0430924
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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2025 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive offices)
(408) 376-7400
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2017 Annual Meeting of Stockholders of eBay Inc. (the “Company”) held on May 18, 2017, the Company’s stockholders voted on the following five proposals:
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1.
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The election of 12 director nominees to serve as members of the Board of Directors until the Company's 2018 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified (Proposal 1);
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2.
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The approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2);
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3.
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The approval, on an advisory basis, of the frequency with which the advisory vote to approve the compensation of the Company's named executive officers should be held (Proposal 3);
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4.
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The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for the Company's fiscal year ending December 31, 2017 (Proposal 4); and
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5.
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A stockholder proposal regarding action by written consent (Proposal 5).
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The following is a summary of the matters voted on at the meeting.
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1.
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Proposal 1 – Election of Directors.
Each of the 12 director nominees proposed by the Company was elected to serve until the Company's 2018 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified. The voting results were as follows:
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Director Name
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Votes For
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Votes Against
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Abstensions
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Broker Non-Votes
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Fred D. Anderson
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886,219,480
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10,684,106
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348,345
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58,082,193
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Edward W. Barnholt
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888,131,624
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8,755,629
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364,678
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58,082,193
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Anthony J. Bates
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892,584,436
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4,307,095
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360,400
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58,082,193
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Logan D. Green
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895,384,317
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1,508,841
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358,773
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58,082,193
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Bonnie S. Hammer
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892,769,457
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4,156,589
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325,885
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58,082,193
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Kathleen C. Mitic
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891,921,182
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5,005,743
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325,006
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58,082,193
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Pierre M. Omidyar
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884,413,849
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7,519,878
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5,318,204
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58,082,193
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Paul S. Pressler
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893,261,890
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3,642,561
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347,480
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58,082,193
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Robert H. Swan
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891,276,987
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5,623,165
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351,779
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58,082,193
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Thomas J. Tierney
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888,140,160
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8,768,100
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343,671
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58,082,193
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Perry M. Traquina
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895,354,052
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1,549,407
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348,472
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58,082,193
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Devin N. Wenig
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892,181,444
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4,726,811
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343,676
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58,082,193
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2.
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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:
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Votes For
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Votes Against
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Abstensions
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Broker Non-Votes
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831,612,625
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64,734,563
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904,743
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58,082,193
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3.
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Proposal 3 – Advisory Vote on the Frequency with which the Advisory Vote on Named Executive Officer Compensation Should Be Held.
The Company's stockholders approved, on an advisory basis, "Every Year" as the frequency with which the advisory vote to approve the compensation of the Company's named executive officers should be held. The voting results were as follows:
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Every Year
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Every Two Years
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Every Three Years
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Abstensions
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Broker Non-Votes
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832,034,044
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569,054
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62,593,691
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2,055,142
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58,082,193
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4.
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Proposal 4 – 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, 2017. The voting results were as follows:
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Votes For
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Votes Against
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Abstensions
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Broker Non-Votes
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939,442,748
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15,377,308
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514,068
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n/a
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5.
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Proposal 5 – Stockholder Proposal Regarding Action by Written Consent.
The Company's stockholders
did not approve
the stockholder proposal regarding action by written consent. The voting results were as follows:
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Votes For
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Votes Against
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Abstensions
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Broker Non-Votes
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427,232,365
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467,267,203
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2,752,363
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58,082,193
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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.
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eBay Inc.
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(Registrant)
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Date: May 22, 2017
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/s/ Kathryn W. Hall
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Name: Kathryn W. Hall
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Title: Vice President, Legal, Deputy General Counsel and Assistant Secretary
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