eBay stockholders voted in line with the Board of Directors’ recommendations at its annual shareholder meeting on June 8, 2022. There were five issues before them, including the reelection of eBay’s nine Board members; approval of the compensation of eBay named executive officers; and approval of an amendment to the employee stock purchase plan.
The fifth item on the agenda on “special meeting” rights was a stockholder proposal that would give owners of a combined 10% of outstanding common stock the power to call a special shareholder meeting. Currently they can only do so if they own a combined 20%, but the shareholder activist who submitted the proposal, John Chevedden, said that in reality, it was closer to a 30% stock ownership threshold.
eBay’s Board determined the shareholder proposal was not in the best interests of eBay and its stockholders for a few reasons and stated in part: “The current ownership threshold of 20% to call a special meeting permits stockholders owning a reasonable minority of eBay’s outstanding shares of common stock to call special meetings while helping to avoid using corporate resources on business items that may not reflect the interests of eBay and its broader stockholder base and may not garner significant support.”
eBay’s Board recommended shareholders reject the proposal, which they did, by a narrow margin.
In a presentation to investors immediately following the meeting, eBay CEO Jamie Iannone reminded them, “Our 2020-21 portfolio divestitures yielded over $20B in value and we’ve returned over $24B to shareholders since 2018.” He did not remind investors the company had been pressured to divest major chunks of its portfolio by activist investors Elliott Management and Starboard Value LP.
During a question-and-answer session after his presentation, Iannone addressed a shareholder question about eBay’s practice of charging commission fees (in addition to standard payment-processing fees) on the sales tax eBay was required to collect from buyers.
A link to the recording of eBay’s June 8th annual meeting and CEO presentation is available on the eBay Investor Relations website.
And leave a comment on the EcommerceBytes Blog post, “eBay CEO Tells Shareholders Old Strategy Was Not Working.”