eBay (EBAY) investor relations material

Executive summary

• The 2026 Annual Meeting will be held virtually on June 17, 2026, with voting eligibility for shareholders of record as of April 20, 2026.

• Key proposals include election of 11 directors, ratification of auditors, advisory vote on executive compensation, and a shareholder proposal regarding special meeting thresholds.

• The Board recommends voting for all director nominees, for auditor ratification, for executive compensation, and against the shareholder proposal.

• The Board emphasizes transparency, accountability, and ongoing engagement with shareholders.

Voting matters and shareholder proposals

• Proposal 1: Election of 11 directors to serve until the 2027 Annual Meeting.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditors for 2026.

• Proposal 3: Advisory vote to approve named executive officer compensation (say-on-pay).

• Proposal 4: Shareholder proposal to lower the threshold for calling a special meeting from 20% to 10% ownership; Board recommends against.

Board of directors and corporate governance

• Board consists of 11 nominees, 10 of whom are independent; average tenure is 5.5 years.

• Board refreshment continues, with seven directors joining since 2020 and a new technology expert added in 2026.

• Separate roles for Board Chair and CEO; Board Chair is an independent director.

• Board committees include Audit, Compensation and Human Capital, Corporate Governance and Nominating, Risk, and Technology, all with independent members.

• Annual self-evaluations and regular governance reviews are conducted.

• Stockholder rights include annual director elections, majority voting, proxy access, and the ability to call special meetings at a 20% threshold.