Summary
eBay Inc. (EBAY) filed an 8-K on January 7, 2015, reporting two key updates. Firstly, the company announced the appointment of Bonnie Hammer to its Board of Directors, increasing the board size to 12 members. Ms. Hammer, a non-employee director, will receive an annual cash retainer of $80,000 (pro-rated) and $220,000 in deferred stock units (DSUs) with specific vesting terms. Secondly, eBay's Board of Directors amended the company's bylaws. These amendments aim to clarify that existing provisions regarding a stockholder's duty to update and supplement notices for proposed business or director nominations do not extend deadlines or allow for changes to previously submitted proposals. The changes are effective immediately and are intended to provide greater certainty regarding the timing and validity of stockholder submissions.
Key Highlights
- 1Bonnie Hammer appointed to eBay's Board of Directors, effective January 6, 2015.
- 2Board size increased from 11 to 12 members to accommodate the new director.
- 3Ms. Hammer's compensation as a non-employee director includes an $80,000 annual cash retainer (pro-rated) and $220,000 in deferred stock units (DSUs).
- 4DSUs granted to Ms. Hammer vest 100% on the first anniversary of the grant date.
- 5eBay's Amended and Restated Bylaws were amended to clarify stockholder notice update provisions.
- 6Bylaw amendments clarify that updating notice requirements do not extend deadlines or cure deficiencies for stockholder business or nominations.
- 7The bylaw amendments are effective immediately upon adoption by the Board.