Current Report Filing (8-k)
June 04 2018 - 5:25PM
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 30, 2018
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
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2025 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive offices)
(408)
376-7008
(Registrants 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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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 2018 Annual Meeting of Stockholders of eBay Inc. (the Company) held on May 30, 2018, the Companys stockholders voted on the
following four proposals:
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1.
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The election of 13 director nominees to serve as members of the Board of Directors until the Companys 2019 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 Companys named executive officers (Proposal 2);
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3.
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The ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent auditors for the Companys fiscal year ending December 31, 2018 (Proposal 3); and
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4.
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The ratification of special meeting provisions in the Companys Certificate of Incorporation and Bylaws (Proposal 4).
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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 13 director nominees proposed by the Company was elected to serve until the Companys 2019 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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Abstentions
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Broker Non-Votes
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Fred D. Anderson Jr.
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784,166,122
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15,884,109
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399,153
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63,428,465
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Anthony J. Bates
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795,108,736
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5,084,509
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256,139
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63,428,465
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Adriane M. Brown
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799,676,642
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545,640
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227,102
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63,428,465
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Diana Farrell
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799,669,233
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557,444
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222,707
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63,428,465
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Logan D. Green
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794,939,016
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5,262,515
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247,853
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63,428,465
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Bonnie S. Hammer
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797,811,050
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2,418,115
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220,219
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63,428,465
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Kathleen C. Mitic
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726,057,909
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74,169,022
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222,453
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63,428,465
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Pierre M. Omidyar
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794,390,870
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5,833,433
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225,081
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63,428,465
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Paul S. Pressler
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791,499,789
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8,694,328
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255,267
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63,428,465
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Robert H. Swan
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797,107,635
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3,101,558
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240,191
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63,428,465
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Thomas J. Tierney
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785,748,014
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14,297,994
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403,376
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63,428,465
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Perry M. Traquina
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790,439,414
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9,746,797
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263,173
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63,428,465
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Devin N. Wenig
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797,267,772
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2,933,213
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248,399
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63,428,465
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2.
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Proposal 2 Advisory Vote on Named Executive Officer Compensation.
The Companys stockholders approved, on an advisory basis, the compensation of the Companys 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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Abstentions
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Broker
Non-Votes
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742,624,526
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57,404,831
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420,027
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63,428,465
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3.
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Proposal 3 Ratification of Independent Auditors.
The Companys stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent auditors for the Companys
fiscal year ending December 31, 2018. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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849,244,340
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14,312,954
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320,555
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n/a
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4.
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Proposal 4 Ratification of Special Meeting Provisions.
The Companys stockholders
approved
the proposal ratifying the special meeting provisions in the Companys Certificate of
Incorporation and Bylaws. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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424,575,996
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375,481,945
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391,443
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63,428,465
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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
hereunto duly authorized.
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eBay Inc.
(Registrant)
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Date: June 4, 2018
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/s/ Marie Oh Huber
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Name: Marie Oh Huber
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Title: Senior Vice President, Legal Affairs, General Counsel and Secretary
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