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 25, 2025
eBay Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37713 | 77-0430924 |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
2025 Hamilton Avenue
San Jose, California 95125
(Address of principal executive offices)
(408) 376-7108
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 o
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As further described in Item 5.07 of this Current Report on Form 8-K (this “Report”), at the 2025 Annual Meeting of Stockholders of eBay Inc. (the “Company”) held on June 25, 2025 (the “2025 Annual Meeting”), the Company’s stockholders, upon recommendation of the Company’s Board of Directors (the “Board of Directors”), approved the amendment and restatement of the eBay Inc. Equity Incentive Award Plan (the “Plan”), including to increase the aggregate number of shares of common stock of the Company reserved for issuance under the Plan by an additional 20,000,000 shares.
A description of the Plan, as amended and restated, is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025 (the “Proxy Statement”) in the section entitled “Proposal 4: Approval of the Amendment and Restatement of our Equity Incentive Plan,” which description is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Plan, as amended and restated, a copy of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting, the Company’s stockholders voted on the following six proposals:
| 1. | The election of 11 director nominees named in the Proxy Statement, each to serve as a member of the Board of Directors until the Company’s 2026 Annual Meeting of Stockholders (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, 2025 (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 the amendment and restatement of the Plan (Proposal 4); |
| 5. | The stockholder proposal regarding the Company’s special stockholder meeting threshold (Proposal 5); and |
| 6. | The stockholder proposal regarding the Company’s director election resignation governance policy (Proposal 6). |
The following is a summary of the matters voted on at the meeting.
| 1. | Proposal 1 – Election of Directors. Each of the 11 director nominees named in the Proxy Statement was elected to serve until the Company’s 2026 Annual Meeting of Stockholders. The voting results were as follows: |
| Director Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Adriane M. Brown | 358,981,781 | 23,109,834 | 250,078 | 38,712,920 | ||||
| Aparna Chennapragada | 381,707,204 | 386,458 | 248,031 | 38,712,920 | ||||
| Logan D. Green | 374,853,249 | 7,240,102 | 248,342 | 38,712,920 | ||||
| E. Carol Hayles | 371,631,620 | 10,465,378 | 244,695 | 38,712,920 | ||||
| Jamie Iannone | 381,148,906 | 953,897 | 238,890 | 38,712,920 | ||||
| Shripriya Mahesh | 381,664,917 | 413,627 | 263,149 | 38,712,920 | ||||
| William D. Nash | 380,133,681 | 1,957,419 | 250,593 | 38,712,920 | ||||
| Paul S. Pressler | 373,274,105 | 8,818,386 | 249,202 | 38,712,920 | ||||
| Zane Rowe | 380,917,659 | 968,803 | 455,231 | 38,712,920 | ||||
| Mohak Shroff | 381,121,040 | 966,206 | 254,447 | 38,712,920 | ||||
| Perry M. Traquina | 379,519,962 | 2,563,232 | 258,499 | 38,712,920 |
| 2. | Proposal 2 – Ratification of Appointment 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, 2025. The voting results were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 362,464,853 | 58,313,212 | 276,548 | N/A |
| 3. | Proposal 3 – Advisory Vote to Approve 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 | |||
| 331,814,746 | 49,572,811 | 954,136 | 38,712,920 |
| 4. | Proposal 4 – Approval of the Amendment and Restatement of the eBay Equity Incentive Award Plan. The Company’s stockholders approved the amendment and restatement of the eBay Inc. Equity Incentive Award Plan. The voting results were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 208,616,937 | 173,387,036 | 337,720 | 38,712,920 |
| 5. | Proposal 5 – Stockholder Proposal Regarding the Company’s Special Stockholder Meeting Threshold. The Company’s stockholders did not approve the stockholder proposal regarding the ownership requirement for stockholders to call a special meeting. The voting results were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 187,218,891 | 194,524,451 | 598,351 | 38,712,920 |
| 6. | Proposal 6 – Stockholder Proposal Regarding the Company’s Director Election Resignation Governance Policy. The Company’s stockholders did not approve the stockholder proposal regarding the Company’s director election resignation governance policy. The voting results were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 65,834,171 | 315,979,380 | 710,142 | 38,712,920 |
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 | |
| 10.1 | eBay Inc. Equity Incentive Award Plan, as amended and restated | |
| 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 hereunto duly authorized.
| eBay Inc. | ||
| (Registrant) | ||
| Date: June 30, 2025 | /s/ Samantha Wellington | |
| Name: Samantha Wellington | ||
| Title: Senior Vice President, Chief Legal Officer and Secretary | ||