Notice of Annual Meeting of Stockholders

To our Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of eBay Inc., a Delaware corporation, will be held on Thursday, May 18, 2017 at 8:00 a.m. Pacific Time at 2025 Hamilton Avenue, San Jose, California 95125.

Items of Business
•Date and Time  To Monday, June 29, 2020 8:00 a.m. Pacific Time		Location www.virtualshareholdermeeting.com/EBAY2020		Record Date You are eligible to vote if you were a stockholder at the close of business on the electionMay 11, 2020.

Proposals Requiring Your Vote

Description			Board’s Voting Recommendation		For Further Details
1	Election of 12 director nominees13 directors named in the proxy statementthis Proxy Statement to our Board of Directors to hold office until our 20182021 Annual Meeting of Stockholders. Stockholders		FOReach director nominee		Page 3
2	Ratification of appointment of independent auditors		•FOR  To approve, on an advisory basis, named executive officer compensation.		Page 39
3		•  To approve, on an advisory basis, the frequency with which the advisoryAdvisory vote to approve named executive officer compensation should be held.		FOR		Page 45
4		•  To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2017.
		•  To consider a stockholderStockholder proposal regarding actionright to act by written consent.
Record Date consent, if properly presented		Our Board of Directors has fixed the close of business on March 20, 2017 as the record date for identifying those stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement of this Annual Meeting. AGAINST		Page 86

TheseStockholders will also transact on such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. The items of business are described more fully in the accompanying proxy statement.Proxy Statement. We will be providing access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. As a result, on or about April 3, 2017,May 20, 2020, we are mailing to many of our stockholders a notice instead of a paper copy of the proxy statementProxy Statement and our 20162019 Annual Report.

Your vote is important. Regardless of whether you planWe intend to participate inhold the Annual Meeting we hope youvirtually. A virtual meeting is one held by means of remote communication. Stockholders will be able to join the meeting via a website where they can listen to the speakers, view any presentations, submit questions and comments, hear the company’s responses, and vote as soon as possible. You may cast your vote over the Internet, by telephone, by mail or during the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER

MEETING TO BE HELD ON MAY 18, 2017: THE PROXY STATEMENT AND THE ANNUAL  REPORT ARE AVAILABLE AT

https://investors.ebayinc.com/annuals.cfm

This proxy statement will also be available in interactive form at https://iiwisdom.com/ebay-2017.

By Order of the Board of Directors

Marie Oh Huber

Secretary

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Corporate Governance

Corporate Governance

Overview

The Board is responsible for (1) providing advice and oversight of the strategic and operational direction of the Company and (2) overseeing the Company’s executive management, each to ensure the Company operates in ways that support the long-term interest of our stockholders and the other stakeholders we serve. To do this effectively, the Board has adopted clear and specific governance guidelines (“Corporate Governance Guidelines”) that, along with our Bylaws, Board committee charters, and our Code of Business Conduct and Ethics (“Code of Business Conduct”), provide the framework for the governance of the Company.

The following is a list ofincluding governance provisions that demonstrate eBay’s commitment to transparencyprotect and accountability:

empower stockholders, including:

Our Corporate Governance Guidelines, the charters of our principal Board committees, and our Code of Business Conduct can be found on our investor relations website athttps://investors.ebayinc.com/corporate-governance.cfm. Any changes in these governance documents will be reflected in the same location on our website. Information contained on our investor relations website is not part of this Proxy Statement.

The rulesAnnual Election of The NASDAQ Stock Market require listed companies to have a board of directors with at least a majority of independent directors. These rules have both objective tests and a subjective test for determining who is an “independent director.”

On a quarterly basis, each member of our Board is required to complete a questionnaire designed to provide information to assist the Board in determining whether the director is independent under the listing standards of The NASDAQ Stock Market and our Corporate Governance Guidelines, and whether members of our Audit Committee and Compensation Committee satisfy additional Securities and Exchange Commission (“SEC”) and NASDAQ independence requirements.

Corporate Governance

Our Board has adopted guidelines setting forth certain categories of transactions, relationships, and arrangements that it has deemed immaterial for purposes of making its determination regarding a director’s independence, and does not consider any such transactions, relationships, and arrangements in making its subjective determination.

Our Board has determined that each of the following directors is independent under the listing standards of The NASDAQ Stock Market and under eBay’s Corporate Governance Guidelines:

The Board limits membership on the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee to independent directors.

Our Corporate Governance Guidelines require any director who has previously been determined to be independent to inform the Chairman of the Board and our Corporate Secretary of any change in his or her principal occupation or status as a member of the board of any other public company, including retirement, or any change in circumstance that may cause his or her status as an independent director to change.

Corporate Governance

In accordance with our Bylaws, our Board elects our Chairman of the Board and appoints our CEO. Our Corporate Governance Guidelines require that the roles of Chairman of the Board and CEO be held by separate individuals and require the appointment of a lead independent director if the Chairman of the Board is not an independent director. Mr. Tierney has served as our Chairman of the Board since July 2015. The Board believes that the separation of the offices of the Chairman of the Board and CEO is appropriate as it aids in the Board’s oversight of management and it allows our CEO to focus primarily on his management responsibilities.

All directors are elected annually. We do not have a classified board.

The Board has three principal committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee.

The purpose of the Board committees is to help the Board effectively and efficiently fulfill its responsibilities, but they do not displace the oversight of the Board as a whole. Each committee meets regularly and has a written charter that has been approved by the Board. In addition, a member of each committee periodically reports on any significant matters discussed by the committee.

During 2016, our Board held five meetings, and each Board member attended at least 75% of the aggregate of all of the Board meetings and committee meetings for the committees on which such director served.

Corporate Governance

Audit Committee

Each member of the Audit Committee is independent in accordance with the audit committee independence requirements of the listing rules of The NASDAQ Stock Market and the applicable rules and regulations of the SEC. Our Board has determined that Mr. Anderson is an “audit committee financial expert” as defined by the SEC.

Corporate Governance

The Audit Committee also has primary responsibility for the oversight of risks facing our business. See “Corporate Governance – Our Corporate Governance Practices – Risk Oversight – Audit Committee’s Role in Risk Oversight.”

You can view our Audit Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance.cfm.

Compensation Committee

The members of our Compensation Committee are all independent in accordance with the rules and regulations of The NASDAQ Stock Market, the Exchange Act and Section 162(m) of the Internal Revenue Code.

The Compensation Committee Charter permits the Compensation Committee to, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee.

Additional disclosure regarding the role of the Compensation Committee in compensation matters, including the role of consultants in compensation decisions, can be found under “Compensation Discussion and Analysis — Compensation Decisions for 2016” and “Compensation Discussion and Analysis — Further Considerations for Setting Executive Compensation — Role of Consultants in Compensation Decisions” below.

You can view our Compensation Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance.cfm.

Compensation Committee Interlocks and Insider Participation. All members of the Compensation Committee during 2016 were independent directors, and no member was an employee or former employee of eBay. No Compensation Committee member had any relationship requiring disclosure under Item 404 of Regulation S-K promulgated by the SEC. During 2016, none of our executive officers served on the Compensation Committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee or Board.

Corporate Governance

Corporate Governance and Nominating Committee

All members of our Corporate Governance and Nominating Committee are independent under the listing standards of The NASDAQ Stock Market. Mr. Green joined the Corporate Governance and Nominating Committee in March 2017.

Corporate Governance

You can view our Corporate GovernanceSecretary. Such nominations should be in accordance with the time limitations, procedures, and Nominating Committee Charter onrequirements described under the corporate governanceheading “May I propose actions for consideration at next year’s Annual Meeting or nominate individuals to serve as directors?” in the section of our investor relations website athttps://investors.ebayinc.com/corporate-governance.cfm.entitled “Questions and Answers About the Proxy Materials and Our 2020 Annual Meeting.”

Our Board is committed to good corporate governance and believes in maintaining policies and practices that serve the interests of all stockholders, including governance provisions that protect and empower stockholders, including:

Proxy Access for Director Nominations – We have adopted a proxy access“Proxy Access” bylaw provision that allowspermits an eligible stockholder or group of up to 20 stockholders to nominate candidates for election to the Board that areour Board. Proxy access candidates will be included in our proxy statement and ballot. The proxy access bylaw provision provides that holders of at least 3% of eBay common stock, which can comprise up to 20 stockholders, holding such stock continuously for at least three years, can nominate two individuals or 20% of the Board, whichever is greater, for election at an annual stockholders meeting. Our bylaws provide details regarding the time frames and procedures that must be followed and other requirements that must be met to nominate directors through this process.

Agreement with Elliott and Starboard
On February 28, 2019, we entered into separate agreements (collectively, the “Agreements”) with funds affiliated with Elliott Management Corporation (collectively, “Elliott”) and with Starboard Value LP and its affiliates (collectively, “Starboard”). The Agreements include provisions regarding various matters including, but not limited to, the appointment of directors, procedures for determining replacements for the newly appointed directors, voting commitments, “standstills” restricting certain conduct and activities during the periods specified in each Agreement, non-disparagement and other items that are addressed separately in each Agreement. A description of the Agreements and copies of the Agreements are included in a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2019. Pursuant to the Agreements, Jesse Cohn was appointed to the Board on March 1, 2019, and Matthew Murphy was appointed to the Board on March 15, 2019.

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Majority Voting

Corporate Governance   /   Board Composition and Independence

On February 28, 2020, we received notice from Starboard regarding its intent to nominate four persons as candidates to stand for Charterelection to the Board at the 2020 Annual Meeting. On April 16, 2020, we and Bylaw Amendments – Our charter and bylaw provisions do notStarboard jointly announced that Starboard withdrew its nomination of director candidates to stand for election at the 2020 Annual Meeting.

Director Independence
The rules of The Nasdaq Stock Market require listed companies to have supermajority voting provisions. Stockholders can approve binding charter and bylaw amendmentsa board of directors with at least a majority vote.

of independent directors. These rules have both objective tests and a subjective test for determining who is an “independent director.”

Objective tests

The objective tests state, for example, that a director is not considered independent if he or she is an employee of the Company, or is a partner in, or a controlling stockholder or executive officer of, an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year.

Subjective test

The subjective test requires our Board to affirmatively determine that a director does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities.

On a quarterly basis, each member of our Board is required to complete a questionnaire designed to provide information to assist the Board in determining whether the director is independent under the listing standards of The Nasdaq Stock Market and our Corporate Governance Guidelines, and whether members of our Audit Committee and Compensation Committee satisfy additional SEC and Nasdaq independence requirements.

No Stockholder Rights Plan – We do

Our Board has adopted guidelines setting forth certain categories of transactions, relationships, and arrangements that it has deemed immaterial for purposes of making its determination regarding a director’s independence, and does not have a stockholder rights plan (also knownconsider any such transactions, relationships, and arrangements in making its subjective determination.

Our Board has determined that 14 of our 15 Directors are Independent. Each of the 14 directors is independent under the listing standards of The Nasdaq Stock Market and under eBay’s Corporate Governance Guidelines. Devin Wenig, who stepped down as President and Chief Executive Officer and as a “poison pill”).

Independentmember of the Board Leadership – We have separatedon September 24, 2019, was not an independent director. Jamie Iannone, who joined the roles of ChairmanBoard and became our President and Chief Executive Officer on April 27, 2020, is not an independent director.

The Board limits membership on the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee to independent directors.

Our Corporate Governance Guidelines require any director who has previously been determined to be independent to inform the Chair of the Board and our Corporate Secretary of any change in his or her principal occupation or status as a member of the board of any other public company, including retirement, or any change in circumstance that may cause his or her status as an independent director to change.

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Table of Contents

Board Leadership Structure and Effectiveness   /   Corporate Governance

Board Leadership Structure and Effectiveness

Board Leadership

In accordance with our bylaws, our Board elects our Chair of the Board and appoints our CEO. The ChairmanOur Corporate

Governance Guidelines require that the roles of Chair of the Board and CEO be held by separate individuals and require the appointment of a lead independent director if the Chair of the Board is not an independent director – as are alldirector. The Board believes that the separation of the chairsoffices of the committees of the Board.

Stockholder Engagement – Stockholders can communicate directly with the Board and/or individual directors. (See “Contacting the Board or Individual Directors” below.) In addition, management and membersChair of the Board regularly engage with stockholdersand CEO is appropriate at this time as it aids in the Board’s oversight of management and it allows our CEO to solicit their viewsfocus primarily on important issues suchhis management responsibilities. Director Tierney has served as corporate governance and executive compensation.

Stockholder Engagement on Corporate Governance and Our Executive Compensation Program

We have a practice of regularly engaging with stockholders to seek their feedback on our corporate governance practices and our executive compensation program. After we file our proxy statement, we engage with our largest stockholders about important topics to be addressed at our annual meeting. In the fall, we conduct an additional cycle of stockholder engagement where we focus on our corporate governance practices and executive compensation program, as well as anything else resulting from matters voted on at our annual meeting. Following each round of stockholder engagement, we provide an overviewChair of the discussions and feedback toBoard since July 2015. Director Tierney will retire from the applicable Committees, which is also discussed with the Board.

Corporate Governance |Our Corporate Governance Practices

Gender Pay Equity and Global Diversity & Inclusion.At our 2016 annual meeting, stockholders considered a stockholder proposal to publish a report on gender pay equity. Prior to receiving this stockholder proposal, we had begun the process of conducting an extensive global study of gender pay equity that considered the main components of compensation, including salary, bonus and stock. While the proposal did not pass, it garnered significant support. In October 2016, we publicly disclosed key findings of our pay equity study, including that women earn the same as men in the U.S. in terms of salary. As part of our fall governance outreach, we updated our stockholdersBoard on the resultsdate of our gender pay equity study. In addition, in March 2017, we publicly disclosed our first Global Diversity & Inclusion report since the Spin-Off of PayPalAnnual Meeting, and the sale of our Enterprise segment. The report included both quantitative information on our global gender diversity and U.S. racial and ethnic diversity and qualitative information on our strategic approach, programs and initiatives.

Our Corporate Governance Practices

We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board accountability are key to our relationship with our stockholders. To help our stockholders understand our commitment to this relationship and our governance practices, the Board has adopted a setdetermined that he will be succeeded as Chair of the Board by Director Pressler.

Committee Structure

The Board has four principal committees: the Audit Committee, the Compensation Committee, the Corporate Governance Guidelines to set a framework within whichand Nominating Committee and the Risk Committee.

The purpose of the Board will conductcommittees is to help the Board effectively and efficiently fulfill its business. Our Corporate Governance Guidelines are summarized below along with certain otherresponsibilities, but they do not displace the oversight of our governance practices.

Executive Sessions among Independent Directors. At least several timesthe Board as a year,whole. Each committee meets regularly and has a written charter that has been approved by the independent directors meet in executive session. The Chairman leads these discussions.

Outside Advisors.Board. In addition, a member of each committee periodically reports to the Board on any significant matters discussed by the committee. The Board and each of its committees may retain outside advisors of its choosing at the Company’s expense. Neither the Board nor any committee is required to obtain management’s consent to retain outside advisors.

Board Member Attendance at Annual MeetingAudit Committee Chair: Fred D. Anderson Jr. All Members Independent		Compensation Committee Chair: Paul S. Pressler All Members Independent		Corporate Governance and Nominating Committee Chair: Kathleen C. Mitic All Members Independent		Risk Committee Chair: Robert H. Swan All Members Independent

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Absent exigent circumstances, allTable of Contents

Corporate Governance   /   Board members are expected to attend eBay’s annual meetingLeadership Structure and Effectiveness

Audit Committee
Each member of stockholdersthe Audit Committee is independent in person oraccordance with the audit committee independence requirements of the listing rules of The Nasdaq Stock Market and the applicable rules and regulations of the SEC. Our Board has determined that each of Mr. Anderson and Mr. Traquina is an “audit committee financial expert” as defined by telephone or video call. Allthe SEC. In connection with Director Anderson’s retirement, the Board has a succession plan that will result in an additional qualified independent director joining the Audit Committee as of the date of the Annual Meeting.

Members			Key Responsibilities
Fred D. Anderson Jr. (Chair) Adriane M. Brown Perry M. Traquina Meetings in 2019: 9			●Meets with our independent auditors to review the results of the annual audit and to discuss our financial statements ●Oversees the independence of the independent auditors, evaluates, together with the Board, the independent auditors’ performance, and reviews and approves the fees of the independent auditors ●Receives and considers the independent auditors’ comments as to controls, adequacy of staff, and management performance and procedures in connection with audit and financial controls, including our system to monitor and manage business risks and our legal and ethical compliance programs ●Considers conflicts of interest and reviews all transactions with related persons involving executive officers or Board members that are reasonably expected to exceed specified thresholds ●Reviews and discusses with management our financial risk exposures, including credit and counterparty risks, market risk, asset and liability risk, liquidity risk, foreign currency risk, and investment policy and risk, and the steps we have taken to detect, monitor, and actively manage such exposures ●Reviews and evaluates the compensation and performance of the Vice President, Internal Audit, reviews and approves the internal audit plan, receives regular reports on internal audit activities and meets directly with the Vice President, Internal Audit without other members of management present

You can view our Audit Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents.

Compensation Committee
The members of our Compensation Committee are all independent in accordance with the rules and regulations of The Nasdaq Stock Market and the Exchange Act and Section 162(m) of the Internal Revenue Code.

Members			Key Responsibilities
Paul S. Pressler (Chair) Anthony J. Bates Bonnie S. Hammer Kathleen C. Mitic Thomas J. Tierney Meetings in 2019: 8			●Reviews and approves the compensation of our CEO and our other executive officers and the overall strategy for employee compensation ●Reviews and approves the Compensation Discussion and Analysis ●Assesses on an annual basis the independence of its compensation consultants and other compensation advisers ●Reviews risk assessment of our compensation programs to ensure that our compensation programs do not incent employees to take unacceptable risk ●Reviews talent management and organizational development strategies with senior leadership (i.e., human capital management)

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Board Leadership Structure and Effectiveness   /   Corporate Governance

The Compensation Committee Charter permits the Compensation Committee to, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. You can view our Compensation Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/ corporate-governance/governance-documents.

Compensation Committee Interlocks and Insider Participation
All members of the Compensation Committee during 2019 were independent directors, servingand no member was an employee or former employee of eBay. No Compensation Committee member had any relationship requiring disclosure under Item 404 of Regulation S-K promulgated by the SEC. During 2019, none of our executive officers served on the Compensation Committee (or its equivalent) or board of directors of another entity whose executive officer served on our Board atCompensation Committee or Board.

Risk Assessment of Compensation Policies and Practices
We have assessed the timecompensation policies and practices for our employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company. This analysis was presented to the Compensation Committee, which agreed with this conclusion.

Corporate Governance and Nominating Committee
All members of our last annual meetingCorporate Governance and Nominating Committee are independent under the listing standards of stockholders, which was held in April 2016, attended that meeting.

The Nasdaq Stock Market.

Members			Key Responsibilities
Kathleen C. Mitic (Chair) Logan D. Green Paul S. Pressler Thomas J. Tierney Perry M. Traquina Meetings in 2019: 3			●Makes recommendations to the Board as to the appropriate size of the Board and Committee Effectiveness; Director Assessment; Board Educationcommittees ●Reviews the qualifications of candidates for the Board ●Makes recommendations to the Board on potential Board and Board committee members ●Assesses the responsibilities of key Board committees and makes recommendations to the Board ●Establishes procedures for the oversight of the evaluation of the Board and management ●Reviews correspondence received from stockholders and receives reports on stockholder feedback obtained through outreach program ●Oversees the Company’s policies and programs concerning responsible business and philanthropy and sustainability reportingNEW ●Reviews the Company’s political spending and related activities

It is important thatThe Corporate Governance and Nominating Committee takes into account the Board and its committees are performing effectively and in the best interests of the Company and its stockholders. The Board and each committee perform an annual self-assessment to evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The Chairman of the Board leads the Board in its review of the results of the annual self-assessment and takes further action as needed. In addition, the Company provides membership in the National Association of Corporate Directors to all Board members to assist them in remaining current with exemplary board and committee practices and developments in corporate governance.

The Board also has developed a set of guiding principles relating to Board membership. membership described in “Board Composition and Independence.”

You can view our Corporate Governance and Nominating Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents.

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Corporate Governance   /   Board Leadership Structure and Effectiveness

Risk CommitteeNEW
The Board believes thatRisk Committee was formed in lightSeptember 2018. The Risk Committee Charter requires a majority of the rapidly changing environment in which the Company’s businesses operate, the Board must addcommittee members with highly relevant professional experience. In addition, the Board believes that a certain amount of director turnover is to be expectedindependent under the listing standards of the Nasdaq Stock Market. Currently, all members of our Risk Committee are independent under the Nasdaq Stock Market listing standards.

Members			Key Responsibilities
Robert H. Swan (Chair) Anthony J. Bates Adriane M. Brown Diana Farrell Meetings in 2019: 3			●Oversees the Company’s management of key risks such as information security and regulatory compliance (including privacy, anti-money laundering and foreign assets control), as well as the guidelines, policies and processes for monitoring and mitigating such risks ●Reviews and discusses with management the Company’s enterprise risk management function and structure, and the guidelines, policies and processes for risk assessment and risk management ●Reviews and discusses with management the tone and culture within the Company regarding risk, including open risk discussions, and integration of risk management into the Company’s behaviors, decision making, and processes ●Receives reports from the Company’s corporate audit and compliance staff on the results of risk management reviews and assessment ●Reviews reports from the Company’s Chief Compliance Officer regarding ongoing enhancements to, and overall effectiveness of, the Company’s compliance risk management program

You can view our Risk Committee Charter on the corporate governance section of our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents.

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Board Leadership Structure and desirable,Effectiveness   /   Corporate Governance

Board and while it does not have term limits, theCommittee Effectiveness

We believe in strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board believes that up to nine to 12 years will generally be the expected time commitment from any individual director.

Corporate Governance |accountability. Our Corporate Governance Practices

Guidelines set a framework within which our Board conducts its business and demonstrates our commitment to good governance and our relationship with our stockholders. Principle features of our Corporate Governance Guidelines are summarized below along with certain other of our governance practices.

Engaged Independent Oversight		Incorporation of Feedback			Board Annual Self-Assessment It is important that the Board and its committees are performing effectively and in the best interests of the Company and its stockholders. The Board and each committee perform an annual self-assessment to evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The Chair of the Corporate Governance and Nominating Committee leads the Board in its review of the results of the annual self-assessment and takes further action as needed. Self-Assessment Questionnaire Provides director feedback on the Board and each of the Committees as well as each director Results Analyzed Results of the self-assessment are analyzed and discussed with Corporate Governance and Nominating Committee Individual Discussions The Chair of our Corporate Governance and Nominating Committee engages with individual directors as appropriate Summary of Results Summary of Board and Committee self-assessment results provided to full Board Ongoing Feedback Directors are encouraged to provide ongoing feedback in addition to the annual self-assessment Feedback Incorporated Policies and practices updated as appropriate as a result of the annual self-assessment and ongoing feedback Review of Process Our Corporate Governance and Nominating Committee periodically reviews the self-assessment process
Board Operations ●Robust oversight of corporate strategy ●Executive sessions scheduled for each regular Board meeting ●Director product showcases ●Open access to senior management and information ●Access to third-party advisors ●Frequent informal Board calls ●Substantial opportunity to engage with employees at company-wide events ●Engagement with management outside of Board meetings through working groups and mentorship of Impact team		Annual Governance Review ●Review and update corporate governance practices in context of Board operations and stakeholder feedback
		Annual Self-Assessment
		●Formal Board and committee self-evaluations conducted by independent Chairs ●Feedback incorporated into Board practices Stockholder Outreach ●Regular fall and spring governance outreach with significant stockholders
Succession PlanningAccountability to Stockholders ●Proxy access for director candidates nominated by stockholders ●Majority voting standard for uncontested director elections ●Annual director elections ●All directors are expected to attend the Annual Meeting of Stockholders and all attended the 2019 Annual Meeting Governance Principles ●Independent Chair ●Stockownership guidelines for directors ●Prohibition on stock hedging and pledging ●Commitment to strong governance practices and recognition of the importance of strong governance to value creation and risk oversight		Director Recruitment ●Seek directors with diverse perspectives and expertise relevant to our long-term business strategy ●Emphasis on adding directors with diverse backgrounds to the Board Diverse, Independent Board with Mix of Tenures ●All directors except our CEO are independent ●Board includes two stockholder-recommended directors ●Directors possess wide range of expertise to foster diverse perspectives Director Education ●eBay provides membership in the National Association of Corporate Directors to all directors and sponsors attendance at additional educational programs ●Directors provided access to relevant eBay compliance training
Governance Practices		Board Composition

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Corporate Governance   /   Board Oversight and Stockholder Engagement

Board Oversight and Stockholder Engagement

Strategy Oversight

One of the Board’s key responsibilities is overseeing the Company’s strategy, and the Board has deep experience and expertise in the area of strategy development and insights into the most important issues facing the Company. Setting the strategic course of the Company involves a high level of constructive engagement between management and the Board. The Board regularly discusses eBay’s key priorities, taking into consideration and adjusting the Company’s long-term strategy with global economic, customer and other significant trends, as well as changes in the e-commerce industry and the regulatory landscape.

●	At least annually, the Board conducts an extensive review of the Company’s long-term strategic plans, its annual operating plan and capital structure.
●	Throughout the year and at almost every Board meeting, the Board receives information and updates from management and actively engages with senior leaders with respect to the Company’s strategy, including the strategic plans for our businesses and the competitive environment.
●	eBay’s independent directors also hold regularly scheduled executive sessions without Company management present, at which strategy is discussed.
●	The Board also regularly discusses and reviews feedback on strategy from our stockholders and stakeholders.

Management Succession Planning and Workforce Culture

The Board recognizes the importance of effective executive leadership to eBay’s success. We conduct a review process at least annually that includes succession plans for our senior leadership positions. These succession plans are reviewed and approved by our Board. In conducting its review, the Board considers, among other factors, organizational and operational needs, competitive challenges, leadership/management potential and development, and emergency situations.

Board Connection to eBay Workforce Culture
The Board is intently focused on developing a culture of leadership, development, and excellence at eBay
Our workforce culture is linked to eBay’s mission of empowering people and creating economic opportunity for all. This shared purpose has influenced our culture for 24 years and motivates our employees every day. We are rooted in core values of being driven, inventive, courageous, and richly diverse and inclusive, and of delivering our brand. The Board views eBay’s workforce culture as an asset and oversees eBay’s employee engagement and other workforce development programs.

Culture & Employee Engagement		Board Connection
Risk Management Accessibility and Engagement ●CEO is eBay’s Chief Culture Officer and routinely meets with employees ●Regular rhythm of employee “All Hands” meetings with the CEO and senior leaders ●Regular in-person engagement with employees in locations around the world ●Business engagement with ongoing “All About the Biz” sessions with the CEO Learning and Development ●Development culture that encourages employees to take development assignments ●Focus on leadership development through formal programs and leader assessment ●Learning sessions with initiative leaders		Succession Planning ●Robust succession planning at most senior level Oversight of Development Programs ●People program accomplishment review Engagement with Employees ●Participation in employee “All Hands” meetings ●Breakfasts with top talent below the C-suite

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Board Oversight and Stockholder Engagement   /   Corporate Governance

Enterprise Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, includingSustainability Oversight

eBay faces economic, financial, legal and regulatory, operational and other risks, such as the impact of competition. Management is responsible forcompetition and sustainability risks, including social, environmental and reputational factors that are integral to the day-to-day managementstrength of the risksour brands. The Board recognizes that our ability to manage risk can influence whether we face, while theachieve our strategic and operating objectives. The Board, as a whole and through its committees, has responsibility for the oversight of risk management.management, while management is responsible for the day-to-day management of the risks that we face. In its risk oversight role, the Board is responsible for satisfying itself that the risk management framework and supporting processes as implemented by management are adequate and functioning as designed.

Audit Committee’s Role in Risk Oversight.While the The Board is ultimately responsible foralso influences risk oversight at eBay, the Board has delegated to the Audit Committee the primary responsibility for the oversightmanagement by fostering a corporate culture of risks facing our businesses. The Audit Committee’s charter provides that it will review and discuss with management our major risk exposures, including financial, operational, privacy, security, cybersecurity, competition, legal, and regulatory risks, and the steps we have taken to detect, monitor, and actively manage such exposures, as well as management’s risk assessmentintegrity and risk management policies. The Audit Committee reviews with our General Counsel any significant legal,awareness.

	Board of Directors
	Ultimately responsible for risk oversight and direct oversight of major risks
	●CEO succession planning	●Strategic and competitive	●Operational planning and execution
	●Determines risk oversight responsibilities of its committees

	Risk Committee Assists the Board in its oversight of the Enterprise Risk Management (“ERM”) program for key risks such as information security and regulatory compliance (including privacy, anti-money laundering and foreign assets control).		Audit Committee Oversight of financial risks facing the Company’s businesses, including credit, market, liquidity and investment policy risk. Oversight of ethics and compliance program and responsibility for review of related party transactions.		Compensation Committee Promotes appropriate level of risk taking by management through the design and administration of our compensation programs. Oversight of management’s strategies for managing human capital risk.		Corporate Governance and Nominating Committee Influences culture of the board and tone from the top through Board composition recommendations. Oversight of eBay sustainability initiatives, including eBay Impact.

	Senior Management
	Guides programs and reports to Board and committees on strategies and progress
	●Promotes a workforce culture of risk awareness	●Determines with Board appropriate risk tolerances

	ERM Program		Internal Audit		eBay Impact
	Under purview of Risk Committee, identifies, assesses, prioritizes and manages our major risk exposures.		Reporting directly to the Audit Committee, supplies independent assurance of design and effectiveness of risk management.		With oversight from the Corporate Governance and Nominating Committee, team of key functional leaders implementing policies and programs for responsible business and philanthropy.
	Business Functions, Operations and Commerce Platforms
	Our People, Culture and Values

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Corporate Governance   /   Board Oversight and regulatory matters that could have a material impact on our financial statements or our business, including material notices to or inquiries received from governmental agencies. We also have embedded an enterpriseStockholder Engagement

Risk Management

Our risk management (“ERM”) programframework, including ERM and Impact sustainability programs, is embedded across our core businesses, aligned with oversight of our Company-wide initiative involvingcompany-wide initiatives by the Audit Committee,Board and its committees as illustrated above. Our approach to risk management and other personnel. The ERM framework is designed to identify, assess, prioritize and manage our major risk exposures which could affect our ability to execute on our corporate strategy and fulfill our business objectives. The ERM program is designed toThese programs enable the Audit CommitteeBoard to establish a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities, to review the Company’s risk exposure and risk tolerance, and to elevate certain key risks for oversight at the Board level.

Management’s Role in Risk Oversight.Our Vice President, Internal Audit is responsible forManagement collaborates internally, with oversight from the Board, and periodically engages independent advisors to update risk assessments. Key risks encompassed by the ERM program include, without limitation, information security, data privacy, human capital management and regulatory compliance (including privacy, anti-money laundering and foreign assets control). As a result of our internal audit function and our risk governance framework, which includesmost recent sustainability risk assessment, monitoring,eBay’s Impact team focuses its efforts on several key areas, including Economic Opportunity, Diversity & Inclusion, Sustainable Commerce and reporting. The Vice President, Internal Audit reports directly to the Audit Committee,Community Impact.

Our Chief Compliance Officer and the Audit Committee reviews and evaluates the compensation and performanceother members of the Vice President, Internal Audit and provides the Vice President, Internal Audit with direct access to the Audit Committee. The Vice President, Internal Audit facilitates the Audit Committee’smanagement, as appropriate, periodically review and approval of the internal audit plan and provides regular reporting on audit activities. In addition, through consultation with management, the Vice President, Internal Audit periodically assesses the major risks facing eBay and coordinates with the executives responsible for such risks through the risk governance process. The Vice President, Internal Audit periodically reviews with the AuditRisk Committee the major risks facing eBay and the steps management has taken to detect, monitor, and actively manage those risks within the agreed risk tolerance. Likewise, the Corporate Governance and Nominating Committee shall receive periodic updates on eBay Impact. The executiveexecutives responsible for managing a particular risk may(in the case of cybersecurity risks, our Chief Technology Officer and Chief Information Security Officer) also report to the Audit CommitteeBoard or its committees, as appropriate, on how the risk is being managed and progress towards agreed mitigation goals.

Management works across the organization to help our business groups and functions prioritize risk management as part of the company’s strategy. Through the combination of the ERM program and our Impact sustainability efforts, we believe that our integrated risk management framework appropriately addresses the spectrum of risks facing our businesses, including but not limited to each of the risks identified by the Sustainability Accounting Standards Board as being applicable to companies in our industry.

Spotlight on Managed Payment RiskNEW Risk stemming from payments intermediation is an evolving area of focus for eBay, reflecting the complexity and accelerated growth of our managed payments business. Counterparty, regulatory and transaction risks, as well as risks associated with rapidly scaling the business are managed within our ERM program. The Board’s oversight of these risks has included the following activities: ●Board-level discussion of managed payments in the context of strategy, capital allocation and operational planning ●Risk Committee reviews of management’s strategies to detect, monitor and manage managed payments risks, including review and discussion of an independent consultant’s assessment of eBay’s managed payment risk ●Audit Committee discussion of Internal Audit activities focused on managed payments risk

eBay Impact

Our purpose links us to something bigger than ourselves. The good that emerges is impact.

Many of our Impact sustainability initiatives involve cross-company collaboration on goal setting, impact measurement and reporting, which is published annually on the eBay Impact website. These efforts fall under the purview of the Corporate Governance and Nominating Committee and each of eBay’s goals is sponsored by a member of the executive leadership team to ensure we prioritize and remain accountable to achieving these targets at the highest levels of our business. For more information please visit our eBay Impact website athttps://www.ebayinc.com/impact/.

Diversity & Inclusion Highlights All of our Diversity & Inclusion efforts fall within one or more of our three strategic pillars—our workforce (who and how we hire), workplace (how it feels when you’re here), and marketplace (how we include our buyers and sellers and the communities we’re in). With oversight from the Compensation Committee, we implement strategies designed to hire, grow and keep top talent, enhance corporate performance, and foster a welcoming and inclusive place for employees and customers around the globe. In our most recent Diversity & Inclusion report (for calendar year 2018), we share the results of our third global gender pay equity study, which found that we have 99.8% gender pay equity in the U.S. and 99.7% globally.

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Board Oversight and Stockholder Engagement   /   Corporate Governance

Stockholder Engagement

Why We Engage
Our directors and management are committed to maintaining a robust dialogue with stockholders. We routinely engage with stockholders throughout the year in order to:

●	Provide transparency into our business, our performance and our governance and compensation practices
●	Discuss with our stockholders the issues that are important to them, hear their expectations for us and share our views
●	Assess emerging issues that may affect our business, inform our decision making, enhance our corporate disclosures and help shape our practices

After we file our proxy statement, we engage with our largest stockholders about important topics to be addressed at our annual meeting. In the fall, we conduct an additional cycle of stockholder Environmental, Social and Governance (“ESG”) engagement. Following each round of stockholder engagement, we provide an overview of the discussions and feedback to the applicable Board committees, which is also discussed with the Board.

How We Engage

Board The Chair of the Board and other directors are available for engagement with large stockholders, including participating in joint corporate governance and investor relations meetings. The Board receives feedback from management’s engagement with stockholders through a cadence of management reports throughout the year.		Outcomes from Stockholder Engagement Stockholder feedback is thoughtfully considered and has led to modifications in our governance practices, executive compensation program and disclosure. Some of the actions we have taken that are informed by stockholder feedback over the last several years include: ●Refreshed Board membership to include investor-recommended nominees ●Instituted eBay’s first-ever dividend program and expanded return of capital through disciplined stock buybacks ●Initiated a strategic portfolio review that resulted in the sale of StubHub and which remains underway ●Conducted review, resulting in a three-year plan for significant margin expansion ●Reorganized our executive leadership team and launched other important strategic and business initiatives ●Reduced the threshold for calling a special meeting from 25 percent to a 20 percent standard ●Adopted a mainstream proxy access bylaw ●Increased already robust stock ownership requirement for chief executive officer ●Committed to enhancing the Board’s oversight of eBay’s political spending governance
Investor Relations We provide institutional investors with many opportunities to provide feedback to our Board and management. We participate in: ✓Webcast events ✓One-on-one meetings ✓Investor conferences throughout the year To learn more about our engagement, you may visit our investor relations website athttps://investors.ebayinc.com.
ESG Team We engage with governance representatives of our major stockholders through conference calls that occur during and outside of the proxy season. Members of eBay’s corporate governance, investor relations, sustainability and executive compensation teams discuss, among other matters, company performance, emerging governance practices, the reasons behind a stockholder’s voting decisions at prior meetings, our executive compensation and our sustainable business practices.

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Corporate Governance   /   Governance Policies and Practices

Governance Policies and Practices

Contacting the Board or Individual Directors

Stockholders may contact the Board, individual directors or groups of directors (such as all of our independent directors) at the following address:

c/o Corporate Secretary, eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125

The Corporate Governance and Nominating Committee has delegated responsibility for initial review of stockholder communications to our Corporate Secretary. This process assists the Board in reviewing and responding to stockholder communications in an appropriate manner. The Corporate Governance and Nominating Committee has instructed our Corporate Secretary to review correspondence directed to the Board and its principal committees. It is at her discretion to determine whether to forward items solely related to complaints by users with respect to ordinary course of business, customer service and satisfaction issues, or matters she deems to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s or its committees’ consideration.

Governance Documents

Our Corporate Governance Guidelines, the charters of our principal Board committees, and our Code of Business Conduct can be found on our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents. Any changes in these governance documents will be reflected in the same location on our website. Information contained on our investor relations website is not part of this Proxy Statement.

Majority Vote Standard for Election of Directors

Our bylaws provide that in the event of an uncontested election, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director—i.e., the numbers of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. “ABSTAIN” votes will be counted as present for purposes of this vote but are not counted as votes cast. Broker non-votes will not be counted as present and are not entitled to vote on the proposal. As a result, abstentions and broker non-votes will have no effect on the vote for Proposal 1: Election of Directors.

Director Resignation Policy for Uncontested Elections

If a nominee who is serving as a director (an “Incumbent Director”) fails to receive the required number of votes for election in accordance with our bylaws in an uncontested election, under Delaware law, the Incumbent Director would continue to serve on the Board as a “holdover director” until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, or removal pursuant to our bylaws. Our Corporate Governance Guidelines provide that, in considering whether to nominate any Incumbent Director for election, the Board will take into account whether the Incumbent Director has tendered an irrevocable resignation that is effective upon the Board’s acceptance of such resignation in the event the director fails to receive the required vote to be elected, as described above. Each of our Incumbent Directors has tendered an irrevocable resignation. In the case of a proposed nominee who is not an Incumbent Director, the Board will take into account whether he or she has agreed to tender such a resignation prior to being nominated for election.

In additionthe case of an uncontested election, if a nominee who is an Incumbent Director does not receive the required vote for election, the Corporate Governance and Nominating Committee or another committee of the Board will decide whether to accept or reject such director’s resignation (if the director has tendered such a resignation), or whether to take other action, within 90 days after the date of the certification of the election results (subject to an additional 90-day period in certain circumstances). In reaching its decision, the Corporate Governance and Nominating Committee will review factors it deems

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relevant, which may include any stated reasons for “AGAINST” votes, whether the underlying cause or causes of the “AGAINST” votes are curable, criteria considered by the Corporate Governance and Nominating Committee in evaluating potential candidates for the Board, the length of service of the director, the size and holding period of such director’s stock ownership in the Company, and the director’s contributions to the general oversight responsibility thatCompany. The Corporate Governance and Nominating Committee’s decision will be publicly disclosed in a filing with the SEC. If a nominee who was not already serving as a director fails to receive the required votes to be elected at the Annual Meeting, he or she will not become a member of the Board. All of the director nominees are currently serving on the Board and each director nominee has been delegatedsubmitted an irrevocable resignation of the type described above.

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines to better align the interests of our directors and executive officers with the interests of our stockholders and further promote our commitment to sound corporate governance. Under these guidelines, our executive officers are required to achieve ownership of eBay common stock valued at three times their annual base salary (six times in the case of our CEO). For the executive officers, these guidelines are initially calculated using the executive officer’s base salary as of the date the person is first appointed as an executive officer. Each person who was serving as an executive officer as of June 30, 2016, had his or her guidelines recalculated as of July 1, 2016. These guidelines are then recalculated each January 1st immediately following the third anniversary of the most recent calculation. In addition, these guidelines will also be recalculated as of the date on which an executive officer’s pay grade changes. Our directors (except for our CEO) are required to achieve ownership of eBay common stock valued at three times the amount of the annual retainer payable to directors as of the later of (i) July 1, 2016 or (ii) the year the director is first elected to the Audit Committee,Board. Thereafter, these guidelines will be recalculated each June 1 (based on the value of each director’s annual retainer payable for that year).

Each of our executive officers is required to retain 50% of any shares received (net of any shares sold or withheld to pay any applicable exercise price or satisfy tax withholding obligations) as the result of the exercise, vesting or payment of any eBay equity awards granted to the executive officer until the stock ownership guidelines are met. Each of our non-employee directors is required to retain 25% of the shares received (net of any shares sold or withheld to pay any applicable exercise price or satisfy tax withholding obligations) as the result of the exercise, vesting or payment of any eBay equity awards granted to the director until the stock ownership guidelines are met. Our stock ownership guidelines can be found on our investor relations website athttps://investors.ebayinc.com/corporate-governance/governance-documents.

The ownership levels of our executive officers and directors as of April 1, 2020 are set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

Hedging and Pledging Policy

The Company’s insider trading policy prohibits directors, executive officers, and other committees reviewemployees from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the risks within their areasfuture price of responsibilityour securities, such as a put or call option, futures contract, short sale, collar, or other derivative security. The policy also prohibits directors and expertise. For example,executive officers from pledging eBay common stock as collateral for any loans.

Clawbacks

In 2012, we implemented changes to the eBay Incentive Plan and the Company’s equity incentive plans to provide that awards made under those plans are subject to a clawback provision. In January 2014, the terms of the clawback were adopted by the Compensation Committee reviewssubject to amendment to comply with the risks associatedSEC rules to be issued in accordance with our compensation policiesthe Dodd-Frank Wall Street Reform and practices and our succession planning process.Consumer Protection Act of 2010, or the Dodd-Frank Act.

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