eBay filed a preliminary proxy statement for next month’s annual meeting, though it declined to reveal the exact date of the meeting. eBay’s CEO and Board of Directors have been on the defensive since January thanks to Carl Icahn’s relentless pursuit of two seats on the board and a proposal to spinoff PayPal, decisions with which the Board disagrees. eBay also revealed CEO John Donahoe had sat down with Icahn earlier this month.
eBay’s Board nominated for re-election to the Board four longstanding directors:
Fred D. Anderson, Co-Founder and Managing Director, Elevation Partners
Edward W. Barnholt, Former President and CEO, Agilent Technologies, Inc.
Scott D. Cook, Co-Founder and Chairman of the Board, Intuit Inc.
John J. Donahoe, eBay Inc. President and CEO
In its filing, eBay revealed Anderson had had a run-in with the SEC which alleged that he had failed to take steps to ensure that the accounting for an option granted in 2001 to certain executives of Apple, including himself, was proper. “Simultaneously with the filing of the complaint, Mr. Anderson settled with the SEC, neither admitting nor denying the allegations in the complaint.”
The eBay Board’s Corporate Governance and Nominating Committee rejected Icahn’s nomination of two of his employees to the Board. Commenting on that decision, the committee chairman Richard T. Schlosberg III 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.”
eBay will however include Icahn’s proposal regarding a PayPal spinoff on its proxy statement on which shareholders will vote, though it recommended shareholders vote against the proposed spinoff. The EcommerceBytes Blog contains more information about eBay’s preliminary proxy statement filed with the SEC on Monday and Icahn’s reaction.
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