UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

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eBay Inc.

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

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 Wednesday,Thursday, May 30, 20182019, at 8:00 a.m. Pacific Time at our principal executive office located at 2025 Hamilton Avenue, San Jose, California 95125.

These items of business are described more fully in the accompanying 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 16, 2018,●, 2019, we are mailing to many of our stockholders a notice instead of a paper copy of the Proxy Statement and our 20172018 Annual Report.

Your vote is important. Regardless of whether you plan to participate in the Annual Meeting, we hope you will 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 30, 2018:2019: THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT

https://investors.ebayinc.com/annuals.cfmfinancial-information/annual-reports/default.aspx

This Proxy Statement will also be available in interactive form athttps://iiwisdom.com/ebay-2018.ebay-2019

By Order of the Board of Directors

Marie Oh Huber

Secretary

Table of Contents

Table of Contents

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, theThe Board has adopted clear and specific governance guidelines (“Corporate Governance Guidelines”) that, along with our Bylaws,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 followingeBay is a list of governance provisions that demonstrate eBay’s commitmentcommitted to transparency and accountability:accountability, as demonstrated by the following governance features:

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.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.

The rules of The NASDAQNasdaq 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 NASDAQNasdaq 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 NASDAQNasdaq 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 NASDAQNasdaq Stock Market and under eBay’s Corporate Governance Guidelines:

Corporate Governance

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.

Our Board has shown an ongoing commitment to Board refreshment and to having highly qualified, independent perspectives in the boardroom. Of our current directors, 11 new directors were added since 2015. Our directors have an average tenure of 6 years and a median tenure of 3 years. This experience balances the institutional knowledge of our longer-tenured directors with the fresh perspectives brought by our newer directors. OfOne of our currentgoals in board refreshment is enhancing the diversity of the Board, and to that end, we have had three women directors 7 independent directors have joinedjoin the Board since 2015, 3 of which have been female directors.2015.

Corporate Governance

In accordance with our Bylaws,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 at this time 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 threefour principal committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee, and the Risk 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 to the Board on any significant matters discussed by the committee.

During 2017, our Board held foursix meetings, and each Board member attended at least 75% of the aggregate number of allmeetings of the Board meetings and committee meetings held for the committees for the periodon which such directorthey 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 NASDAQNasdaq 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. Ms. Brown joined the Audit Committee in September 2017. Mr. Pressler resigned from the Audit Committee in September 2017.

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.corporate-governance/governance-documents.

Compensation Committee

The members of our Compensation Committee are all independent in accordance with the rules and regulations of The NASDAQNasdaq Stock Market, the Exchange Act and Section 162(m) of the Internal Revenue Code. Mr. Pressler joined the Compensation Committee in September 2017.

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 2017”2018” 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.cfmcorporate-governance/governance-documents.

Compensation Committee Interlocks and Insider Participation. All members of the Compensation Committee during 20172018 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 RegulationS-K promulgated by the SEC. During 2017,2018, 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 NASDAQNasdaq Stock Market. Mr. Green joined the Corporate Governance and Nominating Committee in March 2017.

Director Nominations.The Corporate Governance and Nominating Committee considers nominee recommendations from a variety of sources, including nominees recommended by stockholders. The Corporate Governance and Nominating Committee has from time to time retained an executive search firm to help facilitate the screening and interview process of director nominees. The Corporate Governance and Nominating Committee expects that qualified candidates will have high-level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems, and will be able to represent the interests of the stockholders as a whole rather than special interest groups or constituencies.

Among other factors, the Corporate Governance and Nominating Committee considers each candidate relative to the following:

Corporate Governance

Our Corporate Governance Guidelines provide that the Corporate Governance and Nominating Committee should consider diversity (including gender and race), age, international background, and expertise in evaluating potential Board members.

The Corporate Governance and Nominating Committee also considers the interplay of a candidate’s background and expertise with that of other Board members, and the extent to which a candidate may be a desirable addition to any committee of the Board. The Corporate Governance and Nominating Committee also values diversity as a factor in selecting nominees to serve on the Board.

Finally, the Corporate Governance and Nominating Committee also takes into account the set of guiding principles relating to Board membership described in “Our Corporate Governance Practices — Succession Planning” below.

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.cfmcorporate-governance/governance-documents.

Risk Committee

The Risk Committee was formed in September 2018. The Risk Committee Charter, which can be viewed athttps://investors.ebayinc.com/corporate-governance/governance-documents, requires a majority of the committee members to be independent 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.

Corporate Governance

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:

Corporate Governance |Our Corporate Governance Practices

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 overview of the discussions and feedback to the applicable Board committees, which is also discussed with the Board.

Stockholder engagement: Regular engagement with stockholders on a broad range of topics Offered over 35 meetings with stockholders representing ~55% of common stock outstanding throughout the year Met with stockholders representing ~37% of common stock outstanding 2017 discussion topics included: Say-on-pay Short-term and long-term incentive program design and performance metrics Diversity and Inclusion Board and governance matters Cybersecurity Environmental, Social and Governance matters BOARD OF DIRECTORS

Gender Pay Equity and Global Diversity & Inclusion.At our 2016 annual meeting, stockholders considered a stockholder proposal to publish a report We have reported on gender pay equity. Prior to receiving this stockholder proposal, we had begun the processequity for a number 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. Inyears. Starting 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. In March 2017, we published our first global Diversity and Inclusion (“D&I”) Report, which included both quantitative information about our global gender diversity and U.S. racial and ethnic diversity along with details about our strategic approach, programs and initiatives. In early April 2018, we published our second global D&I Report, as well asalong with the findings from our second global study of gender pay equity. WeIn mid-April 2019, we will publish our global D&I Report for the 2018 calendar year. In that report 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., women earn 100% of what men earn in terms of total compensation and globally, women earn 100.1% of what men earn in terms of total compensation.99.7% globally.

Corporate Governance |Our Corporate Governance Practices

Absent exigent circumstances, all Board members are expected to attend eBay’s annual meeting of stockholders in person or by telephone or video call. AllTwelve of ourthe 13 directors serving on our Board at the time of our last annual meeting of stockholders, which was held in May 2017,2018, attended that meeting.

Corporate Governance |Our Corporate Governance Practices

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.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including economic, financial, legal and regulatory, operational, and other risks, such as the impact of competition. Management is responsible for theday-to-day management of the risks that we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. 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’sCommittee Role in Risk Oversight.While the Board is ultimately responsible for risk oversight at eBay, and directly oversees risks related to the Company’s strategy, business execution, and competition, in September 2018, the Board has delegatedformed the Risk Committee to assist the Board in its oversight of key risks such as information security and regulatory compliance (including privacy, anti-money laundering and foreign assets control). The Audit Committee continues to have the primary responsibility for the oversight of financial risks facing our businesses.the Company’s businesses (including credit and counterparty risks, market risk, asset and liability risk, liquidity risk, foreign currency risk, and investment policy and risk). The Audit Committee’s charter provides that it will reviewCompensation Committee continues to assist the Board in its oversight function of risks related to the Company’s compensation policies 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 assessment and risk management policies. The Audit Committee reviews with our General Counsel any significant legal, compliance, 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. practices.

We also have embedded an enterprise risk management (“ERM”) program across our core businesses, aligned with our Company-wide initiative involving the AuditRisk Committee, 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 to enable the AuditRisk Committee 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. The Chief Compliance Officer and other members of management, as appropriate, periodically review with the Risk 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. Our Vice President, Internal Audit is responsible for our internal audit function and our risk governance framework, which includes risk assessment, monitoring, and reporting. The Vice President, Internal Audit reports directly to the Audit Committee, and theCommittee. The Audit Committee reviews and evaluates the compensation and performance 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’s 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 Audit Committee the major financial risks facing eBay and the steps management has taken to detect, monitor, and manage those risks within the agreed risk tolerance. The executive responsible for managing a particular risk may also report to the Risk Committee or Audit Committee, as appropriate, on how the risk is being managed and progress towards agreed mitigation goals.

In addition to the general oversight responsibility that has been delegated to the Audit Committee, other committees review the risks within their areas of responsibility and expertise. For example, the Compensation Committee reviews the risks associated with our compensation policies and practices and our succession planning process.

Corporate Governance |Our Corporate Governance Practices

Corporate Hotline. We have established a corporate hotline that is operated by a third party and allows any employee to confidentially and anonymously (where legally permissible) lodge a complaint about any accounting, internal control, auditing, or other matters of concern.

We expect our directors, executive officers, and other employees to conduct themselves with the highest degree of integrity, ethics, and honesty. Our credibility and reputation depend uponon the good judgment, ethical standards, and personal integrity of each director, executive officer, and employee. Our Code of Business Conduct requires that directors, executive officers, and other employees disclose actual or potential conflicts of interest and recuse themselves from related decisions. In order to better protect us and our stockholders, we regularly review our Code of Business Conduct and related policies to ensure that they provide clear guidance to our directors, executive officers, and employees.

The Company also has practices that address potential conflicts in circumstances where anon-employee director is a control person of an investment fund that desires to make an investment in or acquire a company that may compete with one of the Company’s businesses. Under those circumstances, the director is required to notify the Company’s CEO and General Counsel of the proposed transaction, and the Company’s senior management then assesses the nature and degree to which the investee company is competitive with the Company’s businesses, as well as the potential overlaps between the Company and the investee company. If the Company’s senior management determines that the competitive situation and potential overlaps between eBay and the investee company are acceptable, approval of the transaction by the Company would be conditioned upon the director agreeing to certain limitations (including refraining from joining the board of directors of the investee company or conveying any confidential or proprietary material between the Company and the investee company, abstaining from being the primary decision-maker for the investment fund with respect to the investee company, and recusing himself/herself from portions of Company Board meetings that contain competitive information reasonably pertinent to the investee company). All transactions by investment funds in which anon-employee director is a control person also remain subject in all respects to the Board’s written policy for the review of related person transactions, discussed under the section entitled “Certain Transactions with Directors and Officers” below.

Stockholders wishing to submit recommendations or director nominations pursuant to the advance notice procedures set forth in our Bylawsbylaws for our 20182020 Annual Meeting of Stockholders should submit their proposalsrecommendations or nominations to the Corporate Governance and Nominating Committee in care of our Corporate Secretary. Such submissionsnominations should be in accordance with the time limitations, procedures, and requirements described under the heading “May I propose actions for consideration at next year’s Annual Meeting or nominate individuals to serve as directors?” in the section entitled “Questions and Answers about the Proxy Materials and our 2019 Annual Meeting” below.

Proxy Access for Director Nominations. In March 2016, our Board adopted a “Proxy Access for Director Nominations” bylaw provision, which permits an eligible stockholder or group of up to 20 stockholders to nominate candidates for election to our 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 Bylawsbylaws 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.

Corporate Governance |Our Corporate Governance Practices

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 (seven(ten 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 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 (including our CEO) are 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 directors (except for our CEO) are 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.cfm.corporate-governance/governance-documents.

The ownership levels of our executive officers and directors as of April 4, 20181, 2019 are set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” below.

Hedging and Pledging Policy. The Company’s insider trading policy prohibits directors, executive officers, and other employees from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities, such as a put or call option, futures contract, short sale, collar, or other derivative security. The policy also prohibits directors and 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 subject to amendment to comply with the SEC rules to be issued in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act.

Agreements 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 Starboard Value LP and its affiliates (collectively, “Starboard”). The Agreements include provisions regarding various matters agreed amongst the parties thereto 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. The full description of the Agreements and copies of the Agreements are included in a Form8-K filed with the SEC on March 1, 2019.

Pursuant to the Agreements, Matthew Murphy was appointed to the Board on March 1, 2019, and Jesse Cohn was appointed to the Board on March 15, 2019.

Corporate Governance |Our Corporate Governance Practices

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

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

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of April 4, 20181, 2019 by (1) each stockholder known to us to be the beneficial owner of more than 5% of our common stock, (2) each director and nominee for director, (3) each of the executive officers named in the 20172018 Summary Compensation Table below, and (4) all executive officers and directors as a group. Unless otherwise indicated below, the address for each of our executive officers and directors is c/o eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125.

Security Ownership of Certain Beneficial Owners and Management |Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file reports regarding their ownership and changes in ownership of our securities with the SEC and to furnish us with copies of all Section 16(a) reports that they file.

We believe that during the fiscal year ended December 31, 2017,2018, our directors, executive officers, and holders of more than 10% of our common stock complied with all applicable Section 16(a) filing requirements except for the filing of four Form 4s one day late Form 4, due to administrative error,error. These Form 4s were for our Board members Messrs. Pressler, Swan, Tierney and Traquina and were filed on May 19, 2017November 6, 2018 to report one sale ofthe common stock sharesissued in lieu of cash retainer fees payable for service on the open market for Mr. Jae Hyun Lee.

Company’s Board. In making this statement, we have relied upon a review of the copies of Section 16(a) reports furnished to us and the written representations of our directors and executive officers, and holders of more than 10% of our common stock.officers.

Certain Transactions with Directors and Officers

Certain Transactions with Directors and Officers

Our Audit Committee reviews and approves the Code of Business Conduct, which applies to our directors, officers, and employees and reviews our programs that are designed to ensure compliance with the Code of Business Conduct. The Audit Committee also reviews and approves all transactions with related persons that are required to be disclosed in this section of our Proxy Statement. The charter of our Audit Committee and our Code of Business Conduct may be found on our investor relations website athttps://investors.ebayinc.com/corporate-governance.cfmcorporate-governance/governance-documents/.

Our Board has adopted a written policy for the review of related person transactions. For purposes of the policy, a related person transaction includes transactions in which (1) the amount involved is more than $120,000, (2) eBay is a participant, and (3) any related person has a direct or indirect material interest. The policy defines a “related person” to include directors, nominees for director, executive officers, beneficial holders of more than five percent5% of eBay’s outstanding common stock and their respective family members. Pursuant to the policy, all related person transactions must be approved by the Audit Committee or, in the event of an inadvertent failure to bring the transaction to the Audit Committee forpre-approval, ratified by the Audit Committee. In the event that a member of the Audit Committee has an interest in a related person transaction, the transaction must be approved or ratified by the disinterested members of the Audit Committee. In deciding whether to approve or ratify a related person transaction, the Audit Committee will consider the following factors:

We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with eBay.

Since January 1, 2017,2018, there were no related person transactions, and we are not aware of any currently proposed related person transactions, that would require disclosure under SEC rules.

Proposals Requiring Your Vote |Proposal 1 — Election of Directors

Proposals Requiring Your Vote

Proposal 1 — Election of Directors

At the Annual Meeting, 1315 directors will be elected to serve for aone-year term until our 20192020 Annual Meeting and until their successors are elected and qualified.

Our Board is currently composed of 1315 members, 1114 of whom are currently independent directors under the listing standards of The NASDAQNasdaq Stock Market.

The term of office of each of the nominees standing for election at the Annual Meeting expires at the upcoming Annual Meeting. All of the nominees are currently members of the Board and each of the nominees has been elected previously by the stockholders, except Adriane M. BrownJesse Cohn and Diana Farrell,Matthew Murphy, who joined the Board in September 2017. Ms. BrownMarch 2019.

On February 28, 2019, we entered into separate Agreements with funds affiliated with Elliott Management Corporation and Ms. Farrell were recommendedStarboard Value LP and its affiliates. Pursuant to the Agreements, Matthew Murphy was appointed as nominees bya director to our Board on March 1, 2019, and Jesse Cohn was appointed as a director to our Board on March 15, 2019. The full description of the ChairAgreements and copies of our Corporate Governance and Nominating Committee and our CEO. the Agreements are included in a Form8-K filed with the SEC on March 1, 2019.

Each of the nominees has consented to serving as a nominee and being named as a nominee in this Proxy Statement and to serving as a director if elected. If elected at the Annual Meeting, each of the nominees will serve aone-year term until our 20192020 Annual Meeting and until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, or removal.

Majority Vote Standard for Election of Directors. Our Bylawsbylaws 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. Brokernon-votes will not be counted as present and are not entitled to vote on the proposal. As a result, abstentions and brokernon-votes will have no effect on the vote for this proposal.

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 forre-election election in accordance with our Bylawsbylaws 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.bylaws. Our Corporate Governance Guidelines provide that, in considering whether to nominate any Incumbent Director forre-election, 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 bere-elected, 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.

re-election.Proposals Requiring Your Vote |Proposal 1 — Election of Directors

In the case of an uncontested election, if a nominee who is an Incumbent Director does not receive the required vote forre-election, 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 additional90-day period in certain circumstances). In reaching its decision, the Corporate Governance and Nominating Committee will review factors it deems 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

Proposals Requiring Your Vote |Proposal 1 — Election of Directors

In addition to these attributes, in each individual’s biography set forth below, we have highlighted specific experience, qualifications, and skills that led the Board to conclude that each individual should serve as a director of eBay.

Proposals Requiring Your Vote |Proposal 1 — Election of Directors

Proposals Requiring Your Vote |Proposal 1 — Election of Directors

Proposals Requiring Your Vote |Proposal 1 — Election of Directors

Proposals Requiring Your Vote |Proposal 1 — Election of Directors

Proposals Requiring Your Vote |Proposal 1 — Election of Directors

Proposals Requiring Your Vote |Proposal 1 — Election of Directors

Proposals Requiring Your Vote |Proposal 1 — Election of Directors

Proposals Requiring Your Vote |Proposal 1 — Election of Directors

* The current Chair of the Compensation Committee, Edward W. Barnholt, has decided to retire and not stand for re-election to the Board at the 2018 Annual Meeting. Paul S. Pressler has been appointed Chair of the Compensation Committee effective as of the date of the 2018 Annual Meeting.

Proposals Requiring Your Vote |Proposal 1 — Election of Directors

Proposals Requiring Your Vote |Proposal 1 — Election of Directors

Proposals Requiring Your Vote |Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation

Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation

In accordance with the requirements of Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as described in the Compensation Discussion and Analysis, compensation tables, and related narrative discussion of such compensation included in this Proxy Statement.

As discussed in the Compensation Discussion and Analysis, the Compensation Committee of the Board is committed to an executive compensation program that is aligned with our business goals, culture, and stockholder interests. We believe a competitive compensation program that is highly performance-based is key to delivering long-term stockholder returns.

To achieve these objectives, our executive compensation program has three principal components: long-term equity compensation, an annual cash incentive, and base salary. The Compensation Committee seeks to have our named executive officers’ total compensation heavily weighted to variable, performance-based compensation by delivering a majority of compensation in the form of performance-based restricted stock units and annual cash incentives. Performance-based restricted stock units are grantedvest based on our achievement of specified financial performance goals over atwo-year performance period. Under our annual cash incentive plan, 75% of each named executive officer’s target bonus payout for 20172018 was based on Company financial performance with the remaining 25% based on individual performance; there is no payout for individual performance unless thresholds for Company performance are met.met, and there is a reduced payout for individual performance if Company performance is below target. We also granted time-based restricted stock units, the value of which depends on the performance of the Company’s stock.

The Compensation Committee believes that the goals of our executive compensation program are appropriate and that the program is properly structured to achieve those goals.goals, particularly in light of our annual evaluation of, and periodic refinements to, the program. We have engaged in ongoing discussions with our investors, who generally support those goals and the program, and we believe our stockholders as a whole should support them as well.

We are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement. This proposal, commonly known as a“say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

Proposals Requiring Your Vote |Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 20182019 Annual Meeting of

Proposals Requiring Your Vote |Proposal 3 — Ratification of Appointment of Independent Auditors

Proposal 3 — Ratification of Appointment of Independent Auditors

The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent auditors retained to audit our consolidated financial statements. We have appointed PricewaterhouseCoopers LLP (“PwC”) as our independent auditors for the fiscal year ending December 31, 2018.2019. PwC has served as our auditors since 2017.1997. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent audit firm. Further, in conjunction with the mandated rotation of the independent audit firm’s lead engagement partner, the Audit Committee will continue to be directly involved in the selection and evaluation of PwC’s lead engagement partner. The Board and the Audit Committee believe that the continued retention of PwC to serve as our independent auditors is in the best interests of eBay and our stockholders. We expect that representatives of PwC will be present at the Annual Meeting, will have an opportunity to make a statement if they wish, and will be available to respond to appropriate questions.

Our Bylawsbylaws do not require the stockholders to ratify the appointment of PwC as our independent auditors. However, we are submitting the appointment of PwC to our stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the appointment, the Audit Committee will reconsider whether or not to retain PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of eBay and our stockholders.

During the fiscal years ended December 31, 20162017 and December 31, 2017,2018, fees for services provided by PwC were as follows (in thousands):

“Audit Fees” consist of fees incurred for services rendered for the audit of eBay’s annual financial statements, review of financial statements included in eBay’s quarterly reports on Form10-Q, other services normally provided in connection with statutory and regulatory filings, for attestation services related to compliance with the Sarbanes-Oxley Act of 2002, and services rendered in connection with securities offerings. “Audit-Related Fees” consist of fees incurred for due diligence procedures in connection with acquisitions and divestitures and consultation regarding financial accounting and reporting matters. “Tax Fees” consist of fees incurred for transfer pricing consulting services, tax planning and advisory services, and tax compliance services. “All Other Fees” consist of fees incurred for permitted services not included in the category descriptions provided above with respect to “Audit Fees,” “Audit-Related Fees,” and “Tax Fees,” and include fees for consulting services, compliance-related services, and software licenses, as well as the lease payments described above.

Proposals Requiring Your Vote |Proposal 3 — Ratification of Appointment of Independent Auditors

The Audit Committee has determined that thenon-audit services rendered by PwC were compatible with maintaining its independence. All suchnon-audit services werepre-approved by the Audit Committee pursuant to thepre-approval policy set forth below.

The Audit Committee has adopted a policy requiring thepre-approval of anynon-audit engagement of PwC. In the event that we wish to engage PwC to perform accounting, technical, diligence, or other permitted services not related to the services performed by PwC as our independent registered public accounting firm, our internal finance personnel will prepare a summary of the proposed engagement, detailing the nature of the engagement, the reasons why PwC is the preferred provider of such services, and the estimated duration and cost of the engagement. This information will be provided to our Audit Committee or a designated Audit Committee member, who will evaluate whether the proposed engagement will interfere with the independence of PwC in the performance of its auditing services and decide whether the engagement will be permitted.

On an interim basis, anynon-audit engagement may be presented to the Chair of the Audit Committee for approval and to the full Audit Committee at its next regularly scheduled meeting.

Proposals Requiring Your Vote |Proposal 3 — Ratification of Appointment of Independent Auditors

During 20172018 and in early 2018,2019, in connection with the preparation of eBay’s Annual Report on Form10-K for the year ended December 31, 2017,2018, and in fulfillment of our oversight responsibilities, we did the following, among other things:

Proposals Requiring Your Vote |Proposal 3 — Ratification of Appointment of Independent Auditors

Based on the reviews and discussions described above, we recommended to the Board, and the Board approved, the inclusion of the audited financial statements in eBay’s Annual Report on Form10-K for the year ended December 31, 2017,2018, which eBay filed with the SEC on February 5, 2018.January 30, 2019. We have also approved the appointment of PwC as our independent auditors for the fiscal year ending December 31, 2018.2019.

AUDIT COMMITTEE

Fred D. Anderson		Adriane M. Brown		Perry M. Traquina

Proposals Requiring Your Vote |Proposal 4 —– Management Proposal Regarding Ratification ofto Amend Special Meeting Provisions in the Company’s Certificate of Incorporation and Bylaws

Proposal 4 —– Management Proposal Regarding Ratification ofto Amend Special Meeting Provisions in the Company’s Certificate of Incorporation and Bylaws

TheAfter careful consideration, the Board is seeking stockholder ratification ofrecommends that stockholders vote “FOR” the proposal to amend certain provisions of our Amendedcharter and Restated Certificate of Incorporation (the “Charter”) and Bylawsbylaws that grant stockholders who own at least 25% of the Company’s outstanding shares of capital stock and satisfy other requirements the ability to direct the Company to call a special meeting of stockholders (the “Special Meeting Threshold” and together with the related provisions the “Special Meeting Provisions”). The Company received a stockholder proposalThis amendment would lower the threshold for stock ownership to permit stockholders who own at least 20% of our outstanding capital stock in accordance with Rule14a-8 under the Securities Exchange Act of 1934, as amended, asking the Board to take the necessary steps to amend our governing documents to give holders of 10% of the Company’s outstanding shares of common stock the rightaggregate to call a special meeting (the “StockholderProposal”). As allowed by the staff of the Division of Corporate Finance of the Securities and Exchange Commission, the Company omitted the Stockholder Proposal from this Proxy Statement.stockholders.

The Company believes that a vote in favor of ratifying the Company’s current Special Meeting Threshold and Special Meeting Provisions is tantamount to a vote against the Stockholder Proposal.

At the 2012 annual meeting of stockholders (“2012 Annual Meeting”), the Board recommended that the Company’s stockholders approve and adopt a management proposal relating to the Special Meeting Provisions. This management proposal was overwhelmingly approved by the Company’s stockholders at that annual meeting, with over 99% of stockholders present at the meeting (or represented by proxy) and entitled to vote on the proposal voting in favor of it. Following the meeting, the Company filed the Charter and Bylaws (as in effect at the time) including the Special Meeting Provisions as exhibits to the Company’s Current Report on Form8-K on April 27, 2012.

The Board is hereby requesting that the Company’s stockholders ratify the Special Meeting Provisions that were adopted by the Company following stockholders’ approval in favor of such provisions at the Company’s 2012 Annual Meeting.

If stockholders do not ratify the Special Meeting Threshold and Special Meeting Provisions, the existing Special Meeting Threshold will remain in place. In addition, the Board will consider the results of the vote and engage with our stockholders to solicit feedback regarding the current Special Meeting Threshold.

Ratification of the

Existing Special Meeting Provisions

The Special Meeting Provisions, which are set forth in Article VI, Section E of the Chartercharter and Article I, Section 1.3 of the Bylaws, and were described in the Company’s proxy statement for the 2012 Annual Meeting,bylaws, may be summarized as follows:

Proposals Requiring Your Vote |Proposal 4 – Management Proposal to Amend Special Meeting Provisions in the Company’s proxy statement forCertificate of Incorporation and Bylaws

Over the 2012 Annual Meeting. past year, we had productive discussions with many of our stockholders on this matter, engaging with stockholders representing over 33% of outstanding shares. As a result of the feedback we received, the Board determined that eBay’s stockholders generally preferred a slightly lower Special Meeting Threshold and so approved a proposed amendment to the charter to reduce the Special Meeting Threshold to 20% of eBay’s outstanding stock, subject to stockholder approval. In addition, the Board has approved a corresponding amendment to our bylaws, which will become effective if and when the amendment to the charter becomes effective.

The Board is strongly committed to good corporate governance and continues to support the practice of permitting stockholders to request special meetings, provided that the meeting is called by stockholders owning a significant percentage of the shares of eBay. The Board determined that it is consistent with best corporate governance practices and in the best interests of eBay and its stockholders to amend the charter and the bylaws to permit stockholders who hold 20% or more of eBay’s outstanding capital stock to call special meetings, subject to the procedures and other requirements as provided in the bylaws.

Nevertheless, the Board continues to believe that special meetings should only be called to consider extraordinary events that are of interest to a 25%broad base of stockholders that cannot be delayed until the next annual meeting. The Board also believes that a 20% ownership threshold to request a special meeting strikes a reasonable balance between enhancing stockholder rights and protecting against the risk that a small minority of stockholders, including stockholders with special interests, could call one or more special meetings that could result in unnecessary financial expense and disruption to our business. The Board believes that special meetings should only be called to consider extraordinary events that are of interest to a broad base of stockholders and that cannot be delayed until the next annual meeting. Additionally, preparingPreparing for a stockholder meeting requires significant attention of our directors, officers and employees, diverting their attention away from performing their primary function of operating the Company’seBay’s business in the best interests of our stockholders. Likewise, the Board believes that only stockholders with a true economic andnon-transitory interest in the CompanyeBay should be entitled to utilize the special meeting mechanism.

25% Special Meeting Ownership Threshold Consistent with Market Practice

The 25% ownership thresholdproposed amendment to our charter requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote on the subject matter. If this proposal to amend our charter is a common threshold for special meeting rights at public companies, among those companies that provide for this right. To put this in perspective, approximately 59% of S&P 500 companies giveapproved by our stockholders, the right to call a special meeting. Of those companies, 67% have a special meeting ownership threshold that is equal to or higher than thatresulting charter will be filed with the Secretary of State of the Company. In short,State of Delaware shortly after the Company’s stockholders have a right that is equal to or more expansive than that of 80% of S&P 500 companies (when including those companies that do not provide such rights at all).

Proposals Requiring Your Vote |Proposal 5 – Stockholder Proposal Requesting that the Board Require an Independent Chair

Proposal 5 – Stockholder Proposal Requesting that the Board Require an Independent Chair

John Chevedden has advised the Company that he intends to present the following stockholder proposal at the 2019 Annual Meeting. Mr. Chevedden has indicated that he holds the requisite number of shares of eBay common stock in accordance with Rule 14a-8 requirements. eBay will provide the address of the proponent promptly upon a stockholder’s oral or written request.

The text of the stockholder proposal and supporting statement appear exactly as received by eBay unless otherwise noted. All statements contained in the stockholder proposal and supporting statement are the sole responsibility of the proponent. The stockholder proposal may contain assertions about the Company or other matters that we believe are incorrect, but we have not attempted to refute all of those assertions.

The stockholder proposal will be voted on at the 2019 Annual Meeting only if properly presented by or on behalf of the proponent.

Proposals Requiring Your Vote |Proposal 5 – Stockholder Proposal Requesting that the Board Require an Independent Chair

The Board has carefully considered this proposal and does not believe that it is in the best interests of eBay and its stockholders. The Board therefore recommends a voteAGAINST this proposal.

eBay Currently Has an Independent Chairman of the Board, and Our Current Corporate Governance Guidelines Provide for Strong, Independent Leadership

Mr. Thomas J. Tierney, by appointment of the Board, has served as the independent Chairman of the Board since July 2015. During his tenure as Chairman, Mr. Tierney has demonstrated strong leadership, independent thinking and a deep understanding of the business, which has been enhanced by his tenure as a director of eBay since 2003. Since being appointed as the independent Chair, Mr. Tierney has worked with the rest of the Board to oversee significant strategic and leadership changes at the Company, including the Company’s refocused corporate and capital allocation strategy and the rigorous search for and appointment of seven new independent members of the Board.

Our Corporate Governance Guidelines also provide for strong, independent leadership of our Board, requiring that our Chairman be separate from our CEO and, if our Chairman of the Board were not independent, our independent directors would designate a Lead Independent Director. The Lead Independent Director has clearly delineated responsibilities, and would be involved in all significant corporate decisions.

Our Board also consists of strong leadership that remains accountable to eBay’s stockholders. Each of our directors is subject tore-election by stockholders annually, and each is subject to a majority voting policy. Our Corporate Governance Guidelines mandate a Board composed of directors with high-level managerial experience and of the utmost character and integrity and provide that our Corporate Governance and Nominating Committee should consider diversity, including gender and race, when evaluating potential directors. Directors are expected to be highly engaged and represent the balanced, best interests of the stockholders as a whole. Stock ownership requirements of our executive officers and directors help align the interests of our leadership with those of our stockholders, as well.

We also highly value the independence of our Board, who provide strong, independent oversight over our business and the execution of our corporate strategy. Fourteen of eBay’s 15 directors are independent, and our Board has been consistently refreshed, with five new directors added to the Board within the last three years. Our Corporate Governance Guidelines also mandate that each of eBay’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee must consist solely of independent directors.

eBay’s current Corporate Governance Guidelines and processes ensure that the Board, including the Chairman of the Board, will serve the best interests of and will be held accountable by our stockholders. The Board recognizes the importance of its leadership structure to our stockholders and regularly seeks feedback on the topic through stockholder engagement, which it then uses in its reexamination of its policies on an ongoing basis to make sure that they sufficiently continue to be in the best interests of our stockholders.

The Roles of the Chairman of the Board and CEO are Required to be Separate Under Our Corporate Governance Guidelines

Our Corporate Governance Guidelines also already mandate that the positions of the Chairman of the Board and CEO should be held by separate individuals. The Board has mandated this separation because we believe it aids in the Board’s oversight of management and allows our CEO to focus primarily on his management responsibilities. This separation was thoughtfully designed by the Board to bolster strong, independent leadership of the Board but also to allow the Board to retain a degree of flexibility when choosing a Chairman of the Board.

Proposals Requiring Your Vote |Proposal 5 – Stockholder Proposal Requesting that the Board Require an Independent Chair

A Flexible Leadership Structure is the Most Effective for eBay and Our Stockholders

The Board’s current Corporate Governance Guidelines ensure strong independent leadership while still giving the Board flexibility that the adoption of a mandate that the Chairman of the Board be an independent director would not. Such a requirement would limit the Board’s ability to select the style of leadership best suited to meet the needs of eBay and its stockholders based on the relevant facts, circumstances, and criteria as they exist at the time, including a situation where having a Chairman of the Board who is not independent (but is still supported by a Lead Independent Director) would be in the best interests of eBay and its stockholders. The Board must have a certain degree of discretion, and we believe the current approach provides the necessary flexibility in determining eBay’s Board governance structure.

Ensuring flexibility by not mandating the Chairman of the Board be independent is consistent with the practices of many Fortune 100 and S&P 500 companies. As reported in the Spencer Stuart 2018 Board Index, only 30% of all S&P 500 companies have an independent Chairman of the Board. In addition, we do not believe the stockholder proposal advocating for an independent Chairman of the Board policy is based on experience or evidence. While studies have suggested that the separation of the Chairman of the Board and CEO roles as we have done is beneficial, no empirical study supports the argument that a policy requiring the Chairman of the Board to be independent inherently leads to better performance, to the Company’s knowledge. The Board should have the flexibility to permit the Chairman of the Board to be anon-independent director when deemed to be in the best interests of eBay and its stockholders. The proposal’s offer to phase in the mandatory independent Chair policy for the next CEO transition fails to address the importance of maintaining that flexibility.

eBay Has Strong Stockholder Rights and Stockholder Engagement Practices

In addition to our Corporate Governance Guidelines, we also have strong corporate governance policies and practices overall, including the stockholder rights available under our bylaws and charter and our demonstrated commitment to stockholder engagement and responsiveness to stockholder concerns. The following is a list of some corporate governance provisions that demonstrate eBay’s commitment to transparency and accountability, including certain Corporate Governance Guidelines mentioned above:

We regularly engage with our stockholders and seek feedback about our corporate governance policies and practices. Our Board carefully considers the stockholder input it receives and makes changes to our corporate governance policies and practices as appropriate. For example, in response to feedback we received last year from stockholders regarding their special meeting rights, we amended our bylaws to expand the circumstances under which stockholders may require eBay to call a special meeting and are proposing to lower the ownership threshold requirement for when stockholders can call special meetings. Stockholders can also communicate directly with the Board and/or individual directors at the following address: c/o Corporate Secretary, eBay Inc., 2025 Hamilton Avenue, San Jose, California 95125.

Proposals Requiring Your Vote |Proposal 5 – Stockholder Proposal Requesting that the Board Require an Independent Chair

In summary, the Board believes the adoption of this proposal is unnecessary because of eBay’s commitment to strong independent leadership, separation of the Chairman of the Board and CEO positions, need of flexibility in determining eBay’s Board governance structure, and meaningful corporate governance and stockholder engagement policies. A vote “FOR” the proposal would upset the careful balance eBay has struck between ensuring the leadership remains accountable to eBay’s stockholders while being best suited to meet their needs. The Board has carefully considered this proposal and does not believe that it is in the best interests of eBay and its stockholders for these reasons.

Unless you specify otherwise, the Board intends the accompanying proxy to be voted FORagainst this item.

Our Executive Officers

Our Executive Officers

Executive officers are appointed annually by the Board and serve at the discretion of the Board. Set forth below is information regarding our executive officers as of April 4, 2018.1, 2019.