Ina Steiner EcommerceBytes Blog
News and insight focusing on ecommerce.
by Ina Steiner, Editor of EcommerceBytes.com
Mon Mar 10 2014 15:13:32

Multiple Proxies Could Confuse eBay Shareholders

By: Ina Steiner

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As they do each year, eBay shareholders will cast their votes on whether to reelect board members and on other matters included in eBay's proxy. But this year, they will receive multiple proxies as they consider Carl Icahn's proposal and decide whether they should elect two outsiders to the eBay Board and whether eBay should hire an investment banking firm to help it spin-off PayPal into a separately traded company.

eBay also had a warning for shareholders this year: not to complete any proxy cards that the Icahn Group might send to them. "Voting to "WITHHOLD" with respect to any of the Icahn Group's nominees on its proxy card is not the same as voting for the eBay Board's nominees because a vote to "WITHHOLD" with respect to any of the Icahn Group's nominees on its proxy card will revoke any proxy you previously submitted." But that's assuming shareholders agree with the Board to reject Icahn's proposal.

While eBay included Icahn's proposal in its own preliminary proxy statement along with its own four board nominees, it did not include Icahn's two board nominations. eBay's Board of Directors unanimously recommended shareholders vote for all four directors it proposed and against the Icahn Proposal.

eBay has also created a Storify-style page to promote its viewpoint that eBay and PayPal are "better together" rather than separate, as Carl Icahn believes. Icahn himself has been issuing open letters to shareholders on a site called ShareHoldersSquareTable.

eBay published its notice of annual meeting to be held at eBay headquarters, though it has yet to reveal the date of the meeting - for the past 5 years, it's been held in April.

The eBay proxy asks shareholders to vote on the following matters:

1) To vote on the election of four director nominees to the eBay Board of Directors, each to hold office until our 2015 Annual Meeting of Stockholders.

2) To approve, on an advisory basis, the compensation of our named executive officers.

3) To approve the amendment and restatement of our 2008 Equity Incentive Award Plan, including to increase the aggregate number of shares authorized for issuance under the plan by 21.6 million shares.

4) To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2014.

5) To consider a stockholder proposal presented by John Chevedden regarding stockholder action by written consent without a meeting, if properly presented before the meeting.

6) To consider a stockholder proposal presented by High River Limited Partnership, Icahn Partners LP, and Icahn Partners Master Fund LP (also referred to as the Icahn Group) recommending that we act expeditiously to engage an investment banking firm to effectuate a spin-off of our Payments segment (referred to as PayPal) into a separately traded company (referred to as the Icahn Proposal), if properly presented before the meeting.

7) To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

Carl Icahn, considered an "activist shareholder," has been aggressively pressuring eBay to spinoff PayPal, and eBay revealed that in early March, Donahoe and Icahn met in person.

Icahn also had a message for eBay shareholders on Monday morning: "We believe based on evidence we have newly uncovered that Donahoe's inexcusable incompetence cost eBay stockholders over $4 billion." He made another appearance on CNBC and said eBay rejected his board nominees because "we give the board discipline, and that's what these guys don't want."




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by: Massachusets Howler This user has validated their user name.

Mon Mar 10 17:31:07 2014

Dear Ina,
Just messaged you about JD's compensation being cut in half on the yahoo stock page.
I will leave this little news-breaking tidbit to the professionals- You & David.
MH

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This user has validated their user name. by: Ming the Merciless

Mon Mar 10 18:37:04 2014

Given their ethically checkered past, PricewaterhouseCooper auditing ebay is the oversight equivalent of the fox auditing the hen house.

This den of thieves needs to be purged. DoJ should do a forensic audit instead.

Purge the ebafia BoD now.

If you own ebay stock, shred the proxy ballot and mail the remains to The Ho reminding this narcissistic sociopath that the contents are a metaphor for what he did to YOUR business.

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by: Ebay's Slow Death This user has validated their user name.

Mon Mar 10 21:07:43 2014

Unfortunately, I am enjoying Icahn's ''Disruption'' of Ebay and PayPal far too much!

I dislike John Donahoe, other Ebay Management, and PayPal so much that I want them to squirm like they have made Sellers do for so long. However, I think breaking up PayPal and Ebay will sink both companies. Icahn will make his money on the disruption when PayPal goes public. After that Ebay's Marketplace won't have PayPal's income to keep it afloat any longer.

I believe my rooting for Icahn is called, ''Cutting off my nose, to spite my face.''  But, you go get'em Carl! Donahoe needs to be humiliated and sent packing!

Wouldn't you have loved being a fly on the wall when those two met face to face recently?

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by: Patricia This user has validated their user name.

Mon Mar 10 21:50:43 2014

I am also enjoying the Icahn moves.  He generally gets what he's looking at and, good or bad, something's gotta give with Ebay.

In 2007 (the last year Ebay was of use to me) I sold 40 to 60 small paintings a month and had a store with over 50 items in it. Today, I have no Ebay store, I list only occasionally. I last listed 7 items after they were relisted a couple of times one item sold. I think there was an average of two views per item. These items were listed elsewhere where they all sold! How can Ebay claim any sort of success...certainly not by me. They went from being a miracle where I could earn extra money to supplement my income....down to a drag to just taking the time to list there only to watch items roll off without bids! I don't call that success! I call it a dismal failure.

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This user has validated their user name. by: Puck

Mon Mar 10 23:12:05 2014

"3) To approve the amendment and restatement of our 2008 Equity Incentive Award Plan, including to increase the aggregate number of shares authorized for issuance under the plan by 21.6 million shares"

Known as more for the hogs at the in-house trough.

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This user has validated their user name. by: iheartjacksparrow

Mon Mar 10 23:16:58 2014

Carl says: "We believe based on evidence we have newly uncovered that Donahoe's inexcusable incompetence cost eBay stockholders over $4 billion."

I guess he's been reading all the stuff we post here.

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by: pace306 This user has validated their user name.

Tue Mar 11 00:19:18 2014

JD cant let Paypal go ..... as said above so well by Ebay's SLow Death ... both would implode the minute they seperate.

As of now they are conjoined twins and the seperation operation would kill them both.

Paypal wouldnt get to make %2 for nothing on all of the customers eBay sends it. Theres no way they can survive on only the off eBay transactions. As well they wouldnt be able to steal sellers funds, hold their monies and do all the other nefarious tricks they pull on anyone whos forced to use their services.

eBay on the other hand would also be up the creak. They would have to spend money - a crime worse then any on the planet. Instead of it going for big parties, limos, houses in the Caymans, and jet planes - eBay would have to create their own in house payment processor. They couldnt then justify the %2 vig Paypal takes, and it would open them up to scrutiny by authorites when they would try to ban other 3rd party payment methods on eBay. Now they get away without the scrutiny since Paypal is technincally its own corporation.

Its a neat trick. You force sellers to only use your payment system and then hold them up for %2 to pay themselves cia Paypal. Then when the going gets tough, you lie and swear its a seperate company then steal their money.

The 2 parasites need each other to survive.

It doesnt matter which proxies get voted on and pass - the corruption wont change until a BIG seller gets hurt and then drags eBay into court. But since eBay mollifies them by manipulating sales to them and only showing thier listings - it all works out ....


shame shame eBay!

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This user has validated their user name. by: Philip Cohen
Web Site

Tue Mar 11 00:21:55 2014

MasterCard, Visa bid for better card security

Well, Johnny Ho, maybe you should take Carl’s advice and spin off the clunky “PreyPal” before it is too late

http://consumerist.com/2014/03/07/mastercard-visa-form-indu
stry-group-to-address-payment-security-issues/

http://consumerist.com/2014/02/19/visa-mastercard-endorsement-of-t
ap-and-pay-could-replace-your-wallet-with-a-smartphone/

http://consumerist.com/2014/02/07/visa-mastercard-to-end-swipe-and
-sign-by-2015/

http://consumerist.com/2014/02/04/massive-data-breaches-could-lead
-to-americans-finally-getting-smarter-credit-cards/


“In the wake of numerous high-profile data breaches and growing concerns about identity theft, credit card competitors Visa and MasterCard are teaming up to launch a cross-industry effort aimed at improving payment security for consumers.

“MasterCard announced Friday that the new group—which will include banks, credit unions, acquirers, retailers, point-of-sale device manufactures, and trade industry groups—will first focus on the adoption of EMV (short for “Europay, MasterCard and Visa”) integrated chip technology.

“Under the EMV system consumers will use a smartcard embedded with a microchip and provide their PIN to complete a transaction. The chips make reproducing a card difficult for criminals. Even if the credit card information is gathered, without the chip the card is useless.

“In early February, the two credit card companies announced they plan to end the current swipe-and-sign method by 2015 …”

EMV=NFC. But, but, but, eBay’s Johnny Ho has told us that NFC stands for “Not For Commerce” and PayPal’s David Marcus has said that “NFC will fail to gain mass adoption … the NFC payments debate will slowly die in 2013.”—LOL …

Oh, dear me, who are we to believe? eBay’s headless turkeys, or the professionals at MasterCard/Visa?

Then, Johnny Ho has already answered that question for us: "Even though people think I'm an expert at technological innovation, my own instinct for technology was frozen in place in 1982." - John Donahoe (26 Sep 2007) ...
[On the first part, who could possibly think that? On the second, a few of the only true words that Johnny Ho has ever spoken ...]

And, "Ignorance more frequently begets confidence than does knowledge." - Charles Darwin ...
[eBay's Johnny Ho has always displayed great confidence ...]

Hello "MasterPass"; goodbye clunky "PreyPal" - it has not been nice knowing you ... http://bit.ly/UVXx53

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by: Massachusets Howler This user has validated their user name.

Tue Mar 11 00:24:56 2014

Send all your verified complaints to "Icahn Enterprises".
The Gideon group (a non-formal group of sellers)is doing just that- they are Fed-exing and Priority shipping huge amnounts of data and info to Ican Enterprises.
Yes, Icahn is a shark. It will take a shark like him to get the press we have all been trying to get for YEARS.
Icahn Enterprises folks.
(Nothing like a bit of Disruptive Innovation JD- tee-hee-hee).
Mass Howler
Dislodge that "Flywheel" as we starving sellers have very little to lose ($100 this week 95% off from my regular)! The story about JD's compensation being cut in half gives Icahn just a little more CREDIBILITY.
This is getting good.
MH

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This user has validated their user name. by: Philip Cohen
Web Site

Tue Mar 11 04:55:28 2014

@pace360,

If it was only 2% it might not be so bad; it’s actually 2.9%+30c; which is more than most small businesses would be paying if they had a merchant account with a real bank: in the range of 0.5% to 2.9%; and you have to be a very, very small business and probably a poor credit risk to be paying the maximum 2.9% … but you will still pay that discount fee on any merchant account, in addition to eBay’s FVF, regardless …

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by: pace306 This user has validated their user name.

Tue Mar 11 09:35:54 2014

Philip :) agreed on the amounts .. but 1) my bank "works for me" ... paypal works for eBay and 2) Amazon doesnt charge you the extra vig to process payments - so why should eBay?

Its "really" irrelevant if paypal goes solo from a sellers protection point of view, since paypal is ONLY afraid of 1 thing - Visa/Mastercard and the mighty chargeback.

Paypal reps have told me "we eat alot of small losses, since the small losses are ALOT less in fees we have to pay in chargebacks and other fines".

In english - eBays steller buyers cause so much havok that Paypal is getting swamped with fees and issues from the cc companies.

Theres only 2 things to do to solve that ... 1) eat some of it themselves using the %2 vig they charge 2)steal a sellers money to cover the losses.

They had tried in the past few months to threaten sellers with chargebacks - but that came bnack to bite them when too many buyers took them up on it.

On Paypal they charge you $20 when you get a chargeback but Paypals cost on it (so they claim is thousands (I call BS).

In any case its all moot. I still have my JD dart board, and Icahn or not eBay still makes TOny Soprano look like a boy scout!

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by: pace306 This user has validated their user name.

Tue Mar 11 11:27:34 2014

"based on the criteria that have consistently been applied by the Committee, including in particular that neither nominee has relevant experience or expertise."

Then how exactly is JD ceo? Or Making myself RICH off your seller protecion Matsura? Or Uncle "good greif!"

None of those people have any experience - how are they even employed in ecommerce?

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by: PowerSeller2007 This user has validated their user name.

Tue Mar 11 12:02:28 2014

JD salary cut in half?  He should have been fire for TOO MANY DEFECT RATE since he took office!

Icahn is getting a lot of support from large investors and Paypal founder.

JD and Omidyar are batting for foul plays to save their asses.

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by: FREDDY This user has validated their user name.

Tue Mar 11 19:37:03 2014

Just maybe ebay will be gone before too much longer.
Sad that the ''old'' ebay is gone. The small sellers on the site now might just have a quick death rather than a slow and painful one.

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by: Patricia This user has validated their user name.

Tue Mar 11 21:18:48 2014

Oh, this is great fun!  I would love to see ebay fully exposed without being able to hide behind Paypal.  As for Paypal, it will do well all on its own and really doesn't need Ebay.  I've used it for years...on my website as well as on Ebay and have never had a single problem with them.  My dealings with them go all the way back to Paypal's conception.  

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This user has validated their user name. by: The End

Tue Mar 11 22:25:39 2014

"eBay's Board nominated for re-election to the Board...".
It's a corporate circle j$rk.
A cluster f@ck.
The only ones qualified to vote are the SELLERS who use Ebay.

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by: comet This user has validated their user name.

Tue Mar 11 22:32:24 2014

I LOOOOOOOOVVVVVE the way

"Inexcusable Incompetence"

Rolls trippingly off the tongue.  

Gives me a warm and fuzzy all over.  

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by: comet This user has validated their user name.

Tue Mar 11 22:33:47 2014

@ MING---Thanks for bringing up the PWC ethicaly challenged past---I had a rellie involved with them and it was NOT pretty.  

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by: brokentoys19 This user has validated their user name.

Thu Mar 13 16:30:13 2014

ebay's latest filing is some entertaining reading. Donahoe is using the "noise" phrase to describe the situation and still playing the "Conspiracy Theory" card.
Way to frame the subject. haha. (Think of the bullet points in the article "Spotting the Next Enron")




" March 13, 2014

Why is Carl Icahn Making Up Another Conspiracy Theory about eBay, Marc Andreessen, and Microsoft?

On Monday, Carl Icahn claimed to have uncovered evidence of a “workaround of the technology that was the subject of the licensing dispute between eBay and Skype’s founders and that was reportedly the cause of Microsoft ‘walking away’ [from buying Skype as an alternative to eBay selling Skype to the Silver Lake syndicate].” (1) ...

https://tinyurl.com/mkmhpjv

http://preview.tinyurl.c
om/mkmhpjv




One
quick search retrieved this:

Report: eBay is building a Frankenskype
http://news.cnet.com/8301-13577_3-10300317-36.html#!R>

"The
auction company wants to spin off the telephony service it bought over four years ago, but rights to some of its software still remain with the company's founders. So eBay's trying to build a new one."
by Caroline McCarthy
July 30, 2009  (more links in article )



This is getting to be fun to watch.  

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This user has validated their user name. by: bitbybit

Fri Mar 14 01:46:48 2014

I have to comment on this photo Ina. Reminds me of the Friend's episode when Ross got his teeth whitened and they glowed in the dark. One of my favorite episodes but not so much for the "person" in this photo but better than the pale sickly photos we usually see.



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