Key Corporate Governance Measures Detailed in eBay Inc.’s Proxy Filing

By: eBay Inc. Staff

eBay Inc. outlined a series of corporate governance provisions in its 2015 proxy filing, that support the long-term interests of shareholders. Some of the highlights include:

Strong Board Independence:

eBay Inc. has nominated 15 directors to stand for election at the Company’s 2015 Annual Meeting. 13 of the 15 director nominees are independent. The Chairman and CEO roles continue to be separate.

Declassified Board of Directors

eBay Inc. has implemented a declassified Board of Directors structure such that each director standing for election at the company’s 2015 Annual Meeting will be elected to serve a one-year term. The Company also has a majority vote standard for uncontested director elections.

Clawback Policy

The Company has a clawback policy that covers each officer employed as a vice president or above and applies to incentive compensation.

Under the policy, the Compensation Committee has the authority and discretion to determine if an event covered by the policy has occurred and decide the appropriate recourse (full or partial forfeiture and/or repayment of any incentive compensation covered by the policy that was paid or awarded).

Anti-hedging and Anti-pledging Policies

Under eBay Inc.’s insider trading policy, directors, executive officers and other employees are prohibited from entering into any hedging or monetization transactions relating to eBay’s securities or otherwise trading in any instrument relating to the future securities’ price.

This policy also prevents directors and executive officers from pledging eBay common stock as collateral for loans.

In addition to eBay’s board structure and risk mitigation provisions, the Company also employs other shareholder-friendly governance policies such as maintaining a Lead Independent Director position, stock ownership requirements for our executive officers and directors, stockholder right to call a special meeting and strong stockholder engagement practices.