EBay Inc. - Shareholder/Analyst Call

eBay Inc. (EBAY)

April 26, 2012 11:00 am ET


Edward W. Barnholt - Lead Independent Director and Chairman of Compensation Committee

Michael R. Jacobson - Senior Vice President of Legal Affairs, Secretary and General Counsel

John J. Donahoe - Chief Executive Officer, President, Director and Interim President of Paypal

Devin N. Wenig - President of Global Ebay Marketplaces Business Unit

David Marcus - President


Edward W. Barnholt

Good morning. I'm Ned Barnholt. I'm one of the members of the Board of Directors of eBay and eBay's Lead Independent Director. Pierre Omidyar, eBay's Founder and Chairman, regrets he cannot be here in person today's meeting, but he'll be joining us via Skype. I think he should be right there. Hi, Pierre. I'll be acting as Chairman of this meeting. I'm very happy to welcome you to our 2012 Annual Stockholder Meeting.

Before I call the meeting to order, I'd like to introduce you to members of the Board and the business team who are with us today. Other members of the Board that are here in person, John Donahoe, he's -- we'll be hearing from John, our President and Chief Executive Officer, in a little bit. On the telephone, we have Fred Anderson, Marc Andreessen, Scott Cook, Bill Ford, Dawn Lepore, Katie Mitic, David Moffett, Dick Schlosberg and Tom Tierney. And as I previously mentioned, appearing via Skype is Pierre Omidyar.

In addition to John Donahoe, the other executive officers of the company that are here today are Beth Axelrod, Senior Vice President, Human Resources; Mark Carges, Chief Technology Officer and Senior Vice President, Global Products Marketplaces; Mike Jacobson, Senior Vice President, Legal Affairs, General Counsel and Secretary; David Marcus, President of PayPal; Alan Marks, Senior Vice President, Corporate Communications; Bob Swan, Senior Vice President, Finance and Chief Financial Officer; and David Wenig -- Devin Wenig, President of eBay Marketplaces. We also have on the telephone, Chris Saridakis, the President of GSI. I'd also like to introduce you to Raman Chitkara of PricewaterhouseCoopers LLP, the company's independent auditor, who will be available to respond to appropriate questions.

So the meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of the annual meeting and proxy statement. After the formal part of the meeting, John will make some remarks regarding the company's recent business activity and address questions.

Upon entering the meeting, each of you was presented with the rules of conduct of this meeting. To conduct an orderly meeting, we ask that participants abide by these rules.

Mike, please report on the mailing of the notice of the meeting and the list of stockholders.

Michael R. Jacobson

I have at this meeting a complete list of holders of record of the company's capital stock on March 8, 2012, the record date for the meeting. I also have an affidavit certifying that beginning on March 23, 2012, the notice of Annual Meeting of Stockholders of the company and proxy statement was deposited in the United States mail to all stockholders of record as of the close of business on March 8, 2012.

Edward W. Barnholt

At this time, I'd like to introduce Sarah McDaniel [ph] of Broadridge Financial Solutions Inc. in the back there. I'm appointing Ms. Daniel to act as Inspector of Election at today's meeting. Ms. Daniel has taken and subscribed the company customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of this meeting. As the Inspector of Election, Ms. McDaniel's function is to decide on the qualification of voters, accept their votes and when balloting on all matters as completed, to tally the final votes.

Mike, please report on the existence of a quorum.

Michael R. Jacobson

I've been informed by the Inspector of Elections that proxies have been received for 1,135,123,000 of the 1,290,103,429 shares of common stock outstanding on the record date, which represents approximately 88% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

Edward W. Barnholt

I hereby declare this meeting to be duly constituted for the transaction of all business. Are there any additional proxies to be submitted to the Inspector of Election at this time?

We will now proceed with the formal business of this meeting. There are 7 proposals to be considered by the stockholders at this meeting. Mike, please report on the opening of the polls.

Michael R. Jacobson

The time is now 8:05 a.m. Pacific time on April 26, and the polls are now open for voting on all matters to be presented at the meeting. The polls will be closed to voting after we go through the matters to be voted upon.

Edward W. Barnholt

The first item of business today is the election of 5 directors to serve until 2015 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The 5 nominees for directors of the company are: Marc Andreessen, Bill Ford, Dawn Lepore, Katie Mitic and Pierre Omidyar. Is there any discussion?

The second item of business today is the approval, on an advisory basis, of the compensation of our named executive officers. Is there any discussion?

The third item of business today is the approval of the amendment and restatement of our 2008 equity incentive award plan, including an amendment to increase the aggregate number of shares authorized for issuance under the plan by 16.5 million shares. Is there any discussion?

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