eBay to add David Dorman as independent director to its Board;
Icahn drops proxy proposal to split company and withdraws his nominees
to Board of Directors
SAN JOSE, Calif.--(BUSINESS WIRE)--
eBay Inc. (Nasdaq:EBAY) today announced that it has reached an agreement
with investor Carl Icahn, ending the proxy contest before the company's
upcoming annual meeting of stockholders. Icahn is withdrawing both his
proposal to separate the company's PayPal business and his two nominees
to the company's Board of Directors.
The company said it has agreed to Icahn's suggestion to appoint business
executive David Dorman as an independent director to its Board of
Directors. This will expand the number of independent directors to 10 on
the 12-member board. The other two directors are eBay Inc. Founder and
Chairman Pierre Omidyar, the company's largest shareholder, and company
President and CEO John Donahoe.
Dorman, 60, is a Founding Partner of Centerview Capital Technology.
He brings over 38 years of senior executive, operational, board and
investment experience. He is currently Chairman of the Board of CVS
Caremark Corporation. Dorman was a board member of Motorola, Inc.
beginning in 2006 and served as Chairman of the board from 2008 until
2012. After the separation of Motorola Mobility and Motorola Solutions,
Dorman became lead independent director of Motorola Solutions. He also
serves on the boards of YUM! Brands, Inc. and the Georgia Tech
Foundation in Atlanta.
Prior to Centerview, Dorman was Chairman and Chief Executive Officer of
AT&T Corp., the largest telecommunications company in the world. During
his time at AT&T he led the company through a profound reinvention and
transformation prior to completing the merger of AT&T Corp. and SBC
Communications in November 2005. Dorman joined AT&T as President in
December 2000 and was named Chairman and Chief Executive Officer in
"We are very pleased to have reached this agreement with Carl, settling
proxy issues and enabling our board and management team to focus our
full attention on a goal every shareholder agrees on - growing PayPal
and eBay, and delivering sustainable shareholder value," said eBay Inc.
President and CEO John Donahoe.
"As a result of our conversations, it became clear that Carl and I
strongly agree on the potential of PayPal and our company," Donahoe
said. "I respect Carl's willingness to work together to drive
sustainable shareholder value today and into the future. His record
shows that he has done this with many other companies in the past.
"We also are honored to have Dave Dorman join our board as our tenth
independent director," Donahoe said. "Dave brings outstanding expertise
and an impeccable reputation to our board. We look forward to
benefitting from his insight and experience. Our board remains committed
to evaluating all strategic options for our company to ensure we are
creating sustainable value for shareholders."
Commenting on his appointment, Dorman said: "I have tremendous
admiration for eBay and what the company has accomplished under John's
leadership, and I am honored to join such an outstanding Board of
Directors. I also respect Carl Icahn's commitment to driving shareholder
value for companies he believes in, and I look forward to helping drive
growth for PayPal and eBay together."
Icahn has signed a confidentiality agreement covering any non-public
information that directors and certain officers of the company may share
with him. In addition, the company agreed not to adopt a policy
precluding such persons from speaking to Icahn, and that it would advise
them that they may speak to Icahn if they are willing to do so.
Icahn stated: "We are happy to have reached this détente with eBay and
believe that Dave Dorman will be a great addition to the company's board
of directors. As chairman of Motorola, Mr. Dorman, working in tandem
with our board nominees, guided the company through the successful
separation of its mobile device and home businesses, which greatly
enhanced shareholder value.
"Regarding the confidentiality agreement, we have entered into similar
agreements in the past with other companies and, as results show, they
have worked with great success," Icahn said. "I am optimistic that this
arrangement with eBay will enhance our ability to discuss large issues
affecting the company with greater intelligence and will help to enhance
"Over the last week I have had a number of conversations with John,"
Icahn said. "We both strongly believe in the great potential of eBay and
PayPal, and I have found a number of his ideas to be extremely
compelling. However, I continue to believe that eBay would benefit from
the separation of PayPal at some point in the near future and intend to
continue to press my case through confidential discussions with the
company. While John has made no commitments regarding such a separation,
he and I have agreed to meet regularly when he is in New York to discuss
strategic alternatives. We look forward to working with the eBay's board
of directors and management with a common objective of creating
sustainable value for all shareholders. Our record shows that our
involvement with boards and management has greatly enhanced long term
value for all shareholders, and we hope and believe this will continue
The company confirmed that its first quarter earnings call will take
place at 2:00 p.m. PDT on April 29, 2014, and that its annual meeting
will be held at 8:00 a.m. PDT on May 13, 2014.
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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