SAN JOSE, Calif.--(BUSINESS WIRE)--
eBay Inc. (Nasdaq: EBAY) today announced that it has filed a preliminary
proxy statement with the Securities and Exchange Commission ("SEC") with
respect to eBay's 2014 Annual Meeting of Stockholders.
eBay Inc. also announced that its Board of Directors, on the
recommendation of its Corporate Governance and Nominating Committee, is
nominating for re-election to the Board:
Fred D. Anderson, Co-Founder and Managing Director, Elevation Partners
Edward W. Barnholt, Former President and CEO, Agilent Technologies,
Scott D. Cook, Co-Founder and Chairman of the Board, Intuit Inc.
John J. Donahoe, eBay Inc. President and CEO
eBay founder and Chairman Pierre M. Omidyar said: "Fred Anderson, Ned
Barnholt, Scott Cook and John Donahoe are proven leaders who have been
enormously valuable directors. They demonstrate the caliber of
leadership, business experience, insight and expertise that our company
needs and that I believe our stockholders expect on our Board. I am
personally delighted that they remain committed to the growth and
success of the Company, and I encourage my fellow stockholders to give
them their full support."
eBay stockholder and activist investor Carl Icahn nominated two of his
employees to the Board; the nominations of both were rejected by the
Board's Corporate Governance and Nominating Committee.
Independent director and Corporate Governance and Nominating Committee
Chairman Richard T. Schlosberg, III, commenting on the Committee's
decision, said: "The Corporate Governance and Nominating Committee gave
serious consideration to the two employees of Carl Icahn that he
nominated to the Board. After careful review, the Board concluded that
they are not qualified candidates based on the criteria that have
consistently been applied by the Committee, including in particular that
neither nominee has relevant experience or expertise. In addition,
neither nominee would comply with the Board's governance guidelines on
overboarding - each is on four public company boards and Mr. Ninavaggi
is co-CEO of Federal Mogul."
The preliminary proxy materials can be found on the company's website
and at http://www.ebayinc.com/bettertogether which
the company will use for proxy-related communications going forward.
Nominees for Election for a One-Year Term Expiring at Our 2015 Annual
FRED D. ANDERSON
Mr. Anderson is the Co-Founder of Elevation Partners, a private equity
firm that focuses on the media and entertainment industry, and has
served as a Managing Director since July 2004. From 1996 until 2004, Mr.
Anderson served as Executive Vice President and Chief Financial Officer
of Apple Inc. From 1992 until 1996, Mr. Anderson served as Corporate
Vice President and Chief Financial Officer of Automatic Data Processing,
Inc. Prior to that, Mr. Anderson was the COO and President of MAI
Systems. Mr. Anderson currently serves on the Board of Directors of Yelp
Mr. Anderson was formerly a Certified Public Accountant with Coopers &
Lybrand and a captain in the U.S. Air Force. Mr. Anderson also serves on
the Board of Trustees for Whittier College. Mr. Anderson received his
B.A. from Whittier College and his MBA from the University of
California, Los Angeles.
Extensive financial experience, having served as the CFO of Apple Inc.,
one of the world's largest consumer electronics companies, for eight
years and the CFO of Automatic Data Processing, one of the world's
largest providers of business processing solutions, for four years.
Technology Industry Experience
Former CFO of two large and innovative global technology companies, as
well as extensive experience as a board member of public technology
Co-Founder and Managing Director of Elevation Partners.
Significant experience in all aspects of analyzing and executing
sophisticated corporate transactions with very large and sophisticated
technology businesses and through his experience at Elevation Partners.
EDWARD W. BARNHOLT
Mr. Barnholt served as President and Chief Executive Officer of Agilent
Technologies, Inc., a measurement company, and helped lead Agilent's
spin-off from Hewlett-Packard Company in May 1999. From 1966 to 1999,
Mr. Barnholt held various positions at Hewlett-Packard Company. Mr.
Barnholt currently serves as the Non-Executive Chairman of the Board of
Directors of KLA-Tencor Corporation and as a member of the Board of
Directors of Adobe Systems Incorporated.
Mr. Barnholt also serves as a member of the Board of Trustees of the
David and Lucile Packard Foundation. Mr. Barnholt received a B.S and
M.S. in Electrical Engineering from Stanford University.
Technology Industry Experience
Over 48 years working in the technology sector at some of the largest
and most complex companies in the industry, including Agilent
Technologies, Inc. and Hewlett-Packard Company.
Extensive leadership experience as CEO of Agilent Technologies for seven
years and extensive experience serving as a Chairman and board member of
companies, including KLA-Tencor and Adobe Systems (where he also serves
on the Compensation Committees).
Helped lead the spin-off of Agilent from Hewlett-Packard Company in 2005.
SCOTT D. COOK
Mr. Cook co-founded Intuit Inc., a maker of business and financial
management technology solutions, including QuickBooks, Quicken, and
TurboTax, in 1983. Mr. Cook has served Intuit in various capacities
since its founding, has been a director of Intuit since March 1984, and
has been the Chairman of the Executive Committee of the Board of
Directors of Intuit since August 1998. Mr. Cook also serves on the Board
of Directors of The Procter & Gamble Company (where he is Chair of the
Innovation and Technology Committee and a member of the Compensation &
Leadership Development Committee), and The Intuit Scholarship Foundation.
Mr. Cook received his B.A. from the University of Southern California
and his MBA from the Harvard Business School.
Technology Industry Experience
Mr. Cook has been a leader in the technology industry for the past 31
years. As Co-Founder of Intuit Inc., a global consumer-facing technology
company, Mr. Cook has driven innovation and significant growth.
Mr. Cook's leadership experience as Co-Founder, Chairman, and board
member of Intuit provides the eBay Board with strong technology
Mr. Cook serves on the Harvard Business School's Dean's Advisory Board.
Mr. Cook is also on the Board of the Center for Brand and Product
Management at the University of Wisconsin.
Extensive experience in product development and marketing as founder of
the Board of the Center for Brand and Product Management at the
University of Wisconsin, which focuses on training MBA students in brand
and product management.
JOHN J. DONAHOE
Mr. Donahoe has served as eBay's President and Chief Executive Officer
since March 2008, and as a director of eBay since January 2008. From
January 2012 until April 2012, Mr. Donahoe served as Interim President
of PayPal. From January 2008 to March 2008, Mr. Donahoe served as
CEO-designate of eBay. From March 2005 to January 2008, Mr. Donahoe
served as President, eBay Marketplaces. From January 2000 to February
2005, Mr. Donahoe served as the Worldwide Managing Director of Bain &
Mr. Donahoe serves on the Board of Directors of Intel Corporation (where
he serves as a member of the Compensation Committee and Corporate
Governance and Nominating Committee). Mr. Donahoe received his B.A. in
Economics from Dartmouth College and an MBA from the Stanford Graduate
School of Business.
Technology Industry Experience
Extensive industry experience and deep knowledge of eBay's day-to-day
operations based on current role as eBay's President and Chief Executive
Officer and previous managerial experience as President of eBay
Marketplaces and Interim President of PayPal.
Served as the President of eBay Marketplaces and Interim President of
PayPal for approximately three years combined. Former leadership
experience prior to eBay as Worldwide Managing Director of Bain &
Company, one of the largest and most well-respected global management
consulting firms in the world.
As Worldwide Managing Director of Bain & Company, Mr. Donahoe oversaw
the firm's global management consulting business with a diverse client
base and substantial international operations. This broad international
experience is extremely valuable to the board.
Oversaw the acquisitions of Braintree, GSI Commerce, and 35 other
companies, and the divestiture of Skype.
Important Additional Information
eBay Inc., its directors and certain of its executive officers are
participants in the solicitation of proxies from stockholders in
connection with eBay's 2014 Annual Meeting of Stockholders. eBay
intends to file a proxy statement and WHITE proxy card with the U.S.
Securities and Exchange Commission (the "SEC") in connection with such
solicitation. EBAY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ
ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS) AND
ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL
CONTAIN IMPORTANT INFORMATION.
Information regarding the names of eBay's directors and executive
officers and their respective interests in eBay by security holdings or
otherwise is set forth in eBay's proxy statement for the 2013 Annual
Meeting of Stockholders, filed with the SEC on March 18, 2013. To
the extent holdings of such participants in eBay's securities have
changed since the amounts described in the 2013 proxy statement, such
changes have been reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed
with the SEC. Additional information can also be found in eBay's Annual
Report on Form 10-K for the year ended December 31, 2013, filed with the
SEC on January 31, 2014.
These documents, including any proxy statement (and amendments or
supplements thereto) and other documents filed by eBay with the SEC, are
available for no charge at the SEC's website at www.sec.gov
and at eBay's investor relations website at http://investors.ebayinc.com.
Copies may also be obtained by contacting eBay Investor Relations by
mail at 2065 Hamilton Avenue, San Jose, California 95125 or by telephone
About eBay Inc.
eBay Inc. (NASDAQ: EBAY) is a global commerce and payments leader,
providing a robust platform where merchants of all sizes can compete and
win. Founded in 1995 in San Jose, Calif., eBay Inc. connects millions of
buyers and sellers and enabled $212 billion of commerce volume in 2013.
We do so through eBay, one of the world's largest online marketplaces,
which allows users to buy and sell in nearly every country on earth;
through PayPal, which enables individuals and businesses to securely,
easily and quickly send and receive digital payments; and through eBay
Enterprise, which enables omnichannel commerce, multichannel retailing
and digital marketing for global enterprises in the U.S. and
internationally. We also reach millions through specialized marketplaces
such as StubHub, the world's largest ticket marketplace, and eBay
classifieds sites, which together have a presence in more than 1,000
cities around the world. For more information about the company and its
global portfolio of online brands, visit www.ebayinc.com.
Investor Relations Contact:
Source: eBay Inc.
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