eBay Inc.
EBAY INC (Form: 8-K, Received: 05/15/2018 07:02:50)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2018

 

 

eBay Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37713   77-0430924
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

2025 Hamilton Avenue

San Jose, CA 95125

(Address of principal executive offices)

(408) 376-7400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 14, 2018, the board of directors (the “Board”) of eBay Inc. (the “Company”) adopted amendments to the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), effective immediately, (i) to modify a restriction on the right of stockholders, in accordance with the Bylaws, to require the calling of a special meeting of stockholders (a “Special Meeting”) where the Board calls an annual or special meeting of stockholders to be held within sixty (60) days after the request for a Special Meeting (the “Special Meeting Request”) is delivered to the Secretary of the Company (the “Delivery Date”) in which an item of business that is identical or substantially similar to the item of business stated in the Special Meeting Request (a “Similar Item”) is to be presented, so that such restriction shall apply only where the Board has already called such annual or special meeting of stockholders at the time of the Delivery Date; and (ii) to reduce the following periods during which stockholders may not require the calling of a Special Meeting: (x) from ninety (90) days prior to the first anniversary of the immediately preceding annual meeting and ending on the date of the next annual meeting to sixty (60) days prior to the first anniversary of the immediately preceding annual meeting and ending on the date of the next annual meeting; and (y) from one hundred twenty (120) days from any meeting of stockholders where a Similar Item (including the election of directors, with respect to all items of business involving the election or removal of directors) was presented to seventy-five (75) days from any meeting of stockholders where such a Similar Item was presented.

The foregoing general description of the amendment of the Bylaws is qualified in its entirety by reference to the text of the amendment, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
No.
  

Description

3.1    Amendment to the Amended and Restated Bylaws of the Company, effective May 14, 2018.

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    eBay Inc.
Date: May 15, 2018     By:  

/s/ Marie Oh Huber

      Name:   Marie Oh Huber
      Title:   Senior Vice President, Legal Affairs, General Counsel and Secretary

 

3

Exhibit 3.1

AMENDMENT TO THE

AMENDED AND RESTATED BYLAWS

OF

EBAY INC.

This amendment to the Amended and Restated Bylaws (the “Bylaws”) of eBay Inc., a Delaware corporation, is made as of the 14th day of May, 2018.

Article I, Section 1.3(c) of the Bylaws is hereby deleted in its entirety and replaced with the following:

(c)  Calling of a Special Meeting . Except as provided in the next sentence, a special meeting requested by stockholders shall be held at such date, time and place within or without the State of Delaware as may be fixed by the Board of Directors; provided, however , that the date of any such special meeting shall be not more than ninety (90) days after the date on which valid Special Meeting Request(s) constituting the Requisite Percent are delivered to the Secretary of the Corporation (such date of delivery being the “ Delivery Date ”). Notwithstanding the foregoing, the Secretary of the Corporation shall not be required to call a special meeting of stockholders if (i) the Board of Directors has already called an annual meeting of stockholders, or a special meeting of stockholders, which has not yet been held at which a Similar Item (as defined in this Section 1.3(c)) is to be presented pursuant to the notice of such meeting, in either case to be held not later than sixty (60) days after the Delivery Date; (ii) the Delivery Date is during the period commencing sixty (60) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting; or (iii) the Special Meeting Request(s) (A) contain an identical or substantially similar item (as determined in good faith by the Board of Directors, a “ Similar Item ”) to an item that was presented at any meeting of stockholders held not more than seventy-five (75) days before the Delivery Date (and, for purposes of this clause (iii) the election of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors); (B) relate to an item of business that is not a proper subject for action by the stockholders under applicable law; (C) were made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law; or (D) do not comply with the provisions of this Section 1.3.