UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 2, 2020 (July 1, 2020)
eBay Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-37713 | 77-0430924 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2025 Hamilton Avenue
San Jose, California 95125
(Address of principal executive offices)
(408) 376-7008
(Registrant’s telephone number, including area code)
Not Applicable.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbol | | Name of exchange on which registered |
Common stock | | EBAY | | The Nasdaq Global Select Market |
| 6.00% Notes due 2056 | | EBAYL | | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
eBay Inc. (“eBay”) has entered into a letter agreement with Andy Cring, Interim Chief Financial Officer, modifying Mr. Cring’s existing severance benefits (“Letter Agreement”). Under the terms of the Letter Agreement, for purposes of Mr. Cring’s participation in eBay’s standard severance plan for vice presidents, if he is terminated without cause and signs and does not revoke a waiver of claims against eBay, then he will be entitled to: (1) cash severance equal to one times base salary plus target annual bonus, (2) a prorated annual bonus for the year of termination based on actual eBay performance and target individual performance, (3) the value of the equity awards that would have vested in the 12-month period after the termination date and (4) an amount equal to 8 months of COBRA premiums. In addition, the Letter Agreement provides for a $2,000,000 cash payment to Mr. Cring if he remains employed with eBay through June 1, 2021 or his employment is terminated without cause prior to that date and signs and does not revoke a waiver of claims against eBay.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
| Exhibit | | |
| Number | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | eBay Inc. | |
| | (Registrant) | |
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| Date: July 2, 2020 | By: | /s/ Marc D. Rome | |
| | Name: | Marc D. Rome | |
| | Title: | Vice President & Deputy General Counsel, Corporate & Assistant Secretary | |
