| 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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Multiple Proxies Could Confuse eBay Shareholders
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