eBay (EBAY) Proxy Filing summary

Executive summary

• Achieved $10.3B in total revenue (+2% YoY) and $74.7B in GMV (+1% YoY FXN) in FY'24, with 134M active buyers and strong growth in pre-loved and refurbished items, supporting the circular economy.

• Q1'25 saw GMV, revenue, and non-GAAP EPS exceed guidance, with GMV up 2% YoY FXN and non-GAAP EPS up 10% YoY.

• Focused on long-term, sustainable growth through investments in advertising, financial services, and AI-driven innovations.

• Balanced capital allocation, returning ~$23B to stockholders since 2020 via share repurchases and dividends, and exiting major equity stakes in FY'24.

Voting matters and shareholder proposals

• Board requests support for an amendment to the Equity Incentive Award Plan, increasing the share reserve by 20 million to support talent retention and align with long-term strategy.

• Board recommends against proposals to lower the special meeting threshold from 20% to 10% and to adopt a new director election resignation policy, citing strong existing governance and market practice.

Board of directors and corporate governance

• Board is highly independent (10 of 11 nominees), with diverse skills in technology, finance, and retail; three of five committees are chaired by women.

• Recent refreshment includes two new directors in 2024, with 64% of current directors added since 2020 and 36% identifying as women or minorities.

• Annual board elections, majority vote standard, proxy access, and strong stockholder engagement practices are in place.