8-KLeadership ChangesCorporate ChangesExhibits & Filings

EBAY INC 8-K Report, Executive Changes (Jan 7, 2015)

Filed January 7, 2015For Securities:EBAY

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.

Frequently Asked Questions

Bonnie Hammer was appointed as a new member of eBay's Board of Directors. The filing does not provide details about her background or the specific reasons for her appointment, other than to fill a vacancy created by an increase in board size.

As a non-employee director, Ms. Hammer is entitled to an annual cash retainer of $80,000, which will be pro-rated for the remaining portion of 2015. She will also receive $220,000 in deferred stock units (DSUs), which represent a right to receive eBay common stock. These equity grants vest fully on the first anniversary of their grant date.

The bylaws were amended to clarify, for certainty, that the requirements for stockholders to update and supplement their notices for proposed business or director nominations do not extend any deadlines, cure deficiencies, or allow for changes to previously submitted proposals. These amendments ensure that the original deadlines for submission and qualification are maintained.

The amendments to eBay's Amended and Restated Bylaws became effective immediately upon their adoption by the Board of Directors on January 7, 2015.