eBay Inc. Announces Board and Executive Compensation Changes

TL;DR

eBay shakes up its board and executive pay structure effective Sept 18.

AI Summary

eBay Inc. announced on September 18, 2024, changes related to its board of directors and executive compensation. The filing details the departure of a director, the election of a new director, and updates to compensatory arrangements for certain officers. These changes are effective as of September 18, 2024.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance and executive compensation matters, with no immediate financial implications disclosed.

Key Players & Entities

• eBay Inc. (company) — Registrant
• September 18, 2024 (date) — Effective date of changes

FAQ

Filing Documents

• e24392_ebay-8k.htm (8-K) — 40KB
• e24392_ex3-1.htm (EX-3.1) — 198KB
• e24392_ex99-1.htm (EX-99.1) — 6KB
• e24392001.jpg (GRAPHIC) — 3KB
• 0001552781-24-000532.txt ( ) — 475KB
• ebay-20240918.xsd (EX-101.SCH) — 3KB
• ebay-20240918_lab.xml (EX-101.LAB) — 33KB
• ebay-20240918_pre.xml (EX-101.PRE) — 22KB
• e24392_ebay-8k_htm.xml (XML) — 4KB

02. Departure

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On and effective as of September 18, 2024, the Board of Directors (the "Board") of eBay Inc. (the "Company") increased its size from 10 to 11 members and appointed William D. Nash as a member of the Board. His term will expire at the Company's 2025 annual meeting of stockholders or at such time as his respective successor has been elected and qualified. As a non-employee director, Mr. Nash is entitled to receive the same compensation paid by the Company to each of its non-employee directors as described under "Compensation of Directors" in the Company's Definitive Proxy Statement for its 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the "SEC") on April 25, 2024, which description is incorporated herein by reference. In addition, the Company will enter into its form of Indemnity Agreement with Mr. Nash, a copy of which has been filed as Exhibit 10.01 to the Company's Registration Statement on Form S-1 as filed with the SEC on July 15, 1998. There is no arrangement or understanding between Mr. Nash and any other persons pursuant to which he was appointed as a director. Furthermore, there are no transactions between Mr. Nash and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

03. Amendments

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 19, 2024, the Board adopted amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately, to, among other things: clarify and further enhance procedural mechanics and informational requirements in connection with stockholder nominations of directors and submission of stockholder proposals pursuant to the advance notice provisions of the Bylaws, including, among other things, by requiring (i) such stockholders and nominees to furnish information that the Company may reasonably require to determine eligibility or that may be material to an understanding of the nominee's independence and other qualifications; (ii) such stockholders to disclose (a) any material pending or threatened legal proceedings involving the Company or its directors or officers to which the stockholder or its affiliates is a party and (b) all information that would be set forth in a Schedule 13D filing by the stockholder if one were required pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iii) such nominees to represent that (a) they will disclose any voting commitments or agreements with respect to compensation, reimbursement or indemnification in connection with their service as a director, (b) they are not and will not become party to any voting commitments that could interfere with the exercise of their fiduciary duties, (c) they will comply with all applicable corporate governance and related policies of the Company and (d) they intend to serve the full term if elected; limit the number of nominees that a stockholder may nominate for election at a meeting to the number of directors to be elected at such meeting; clarify that a withdrawal of stockholders at a meeting will not invalidate a quorum, if a quorum is present when a meeting of stockholders is convened; clarify rules of construction in the event of any confl

01. Regulation

Item 7.01. Regulation FD Disclosure. On September 19, 2024, the Company issued a press release announcing Mr. Nash's appointment to the Board, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 are furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

01 Financial Statements

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 Number Description 3.1 Amended and Restated Bylaws of the Company 99.1 Press Release, dated September 19, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. eBay Inc. (Registrant) Date: September 19, 2024 /s/ Molly Finn Name: Molly Finn Title: Vice President & Deputy General Counsel, Corporate & Assistant Secretary

View Full Filing

View this 8-K filing on SEC EDGAR