Independent
Tenure on this board
8.7 yrs
Also a director at
Axon Enterprise Inc (AXON)American Airlines Group Inc (AAL)Kkr & Co Inc (KKR)
11 nominees · 4 ballot items.
Election of 11 directors; Ratification of PwC as independent auditors; Advisory (non-binding) approval of named executive officer compensation (“say-on-pay”); Stockholder proposal to lower the special meeting ownership threshold to 10% (proponent John Chevedden).
Elect 11 nominees named in the proxy statement to serve as directors until the 2027 Annual Meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as eBay’s independent registered public accounting firm for the 2026 fiscal year.
This management proposal seeks stockholder ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP (PwC) as eBay’s independent registered public accounting firm for fiscal year 2026. Management is submitting this engagement for ratification as a matter of good corporate practice, though the bylaws do not require ratification. The Audit Committee and Board justify their recommendation by noting PwC’s long tenure with eBay since 1997, the committee’s direct role in selecting and evaluating PwC (including rotation of the lead engagement partner in January 2025), and assessments of auditor independence. If stockholders fail to ratify, the Audit Committee would reconsider the appointment; approval will preserve continuity in audit oversight, while dissent could trigger an audit firm review or change that would involve costs and transition considerations.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast an advisory (non-binding) vote approving the company’s executive compensation for the named executive officers as described in the proxy statement. Management and the Compensation and Human Capital Committee (CHCC) argue the pay program is strongly performance-based, heavily weighted to equity (particularly PBRSUs subject to multi-year financial and rTSR modifiers), aligns with stockholder interests, and follows best practices (clawbacks, benchmarking, independent compensation consultant). The vote allows shareholders to signal approval or disapproval of compensation philosophy, and the Board commits to consider the outcome in future program design. While non-binding, a negative result could prompt the Board/CHCC to revisit compensation elements, metrics, or disclosures. The proposal reflects ongoing engagement with investors and eBay’s pay-for-performance design, including detailed disclosures of target and realized payouts, severance, and clawback policies.
Amend governing documents to allow holders of 10% (or the lowest percentage under state law) of outstanding common stock to call a special shareholder meeting, removing unnecessary holding-period and record-holder requirements.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 29,241,067 | $2.7B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 23,402,290 | $2.1B |
| 3 | STATE STREET CORP | 5.0% | 22,286,366 | $2.0B |
| 4 | BlackRock, Inc. | 3.3% | 14,581,162 | $1.3B |
| 5 | AMERIPRISE FINANCIAL INC | 3.2% | 14,142,093 | $1.3B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 10,972,297 | $995M |
| 7 | Comprehensive Financial Management LLC | 2.3% | 10,034,000 | $913M |
| 8 | BlackRock, Inc. | 2.1% | 9,243,599 | $841M |
| 9 | TORONTO DOMINION BANK | 1.9% | 8,471,531 | $771M |
| 10 | Independent Franchise Partners LLP | 1.5% | 6,772,232 | $616M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.