On May 1, eBay will hold what is almost certain to be its last annual shareholder meeting in its current state, having caved to pressure from Carl Icahn last year to spin off of its PayPal business.
But shareholders will not be voting on whether to split the company – eBay’s Board of Directors agreed to the plan last September, which is on schedule to be completed in the second half of this year.
Instead, they will vote on some routine matters, executive compensation, and three shareholder proposals, including one on gender pay.
The meeting will be held on May 1, 2015, at 8 am at corporate headquarters in San Jose, and shareholders will vote on the following matters:
1) To vote on the election of 15 director nominees to the eBay Board of Directors, each to hold office until our 2016 Annual Meeting of Stockholders.
2) To approve, on an advisory basis, the compensation of our named executive officers.
3) To approve the material terms, including the performance goals, of the amendment and restatement of the eBay Incentive Plan, for purposes of satisfying the requirements of Section 162(m) of the Internal Revenue Code.
4) To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2015.
5) To consider three stockholder proposals, if properly presented before the meeting.
6) To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.
eBay opposes all three shareholder proposals – “Stockholder Proposal Regarding Stockholder Action by Written Consent Without a Meeting”; “Stockholder Proposal Regarding Stockholder Proxy Access”; and “Stockholder Proposal Regarding Gender Pay.”
The third shareholder proposal requests eBay prepare a report by September 2015 on its policies and goals to reduce the gender pay gap. In its proxy statement, eBay said it does not believe the proposal is in the best interests of eBay and its stockholders and provided reasons. It pointed to its Women’s Initiative Network (WIN) that had a goal of attracting and engaging women to build lasting, successful careers in the company. WIN recently made headlines when Hilary Clinton spoke at one of its meetings.
eBay pointed to three women on its board (one of them added this week), and said:
We remain committed to our on-going efforts to promote diversity in the workplace and strongly believe we continue to make demonstrable progress in building a diverse eBay. As such, the Board feels that the proposal would not enhance the Company’s existing commitment to an inclusive culture or meaningfully further its goal and efforts in support of workplace diversity.
End of an Era
As two separate, publicly traded companies after the split later this year, eBay and PayPal will each hold their own annual meetings going forward.
Notably, eBay Marketplaces will receive $2 billion in cash and will be saddled with $7.5 billion in debt after the split, while PayPal will walk away with $5 billion and zero debt. eBay has also said it would like to sell or spinoff its eBay Enterprise business.
More information about the eBay-PayPal breakup is available here.