eBay Inc. (NASDAQ:EBAY) Files An 8-K Other Events
Item 5.02 below.
eBay also announced that it would appoint Jesse Cohn and Matthew Murphy as directors of eBay, as described in Item 5.02 below, and that it had 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”).
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Introductory Note and Item 5.02 are incorporated herein by reference.
to the Agreements, Jesse Cohn was appointed as a director of eBay on March 1, 2019 (subject to the requirements set forth in the Agreement with Elliott), and Matthew Murphy was appointed as a director of eBay on March 1, 2019.
As non-employee directors, Messrs. Cohn and Murphy are entitled to receive the same compensation paid by eBay to each of its non-employee directors as described under “Compensation of Directors” in eBay’s Definitive Proxy Statement for its 2018 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 16, 2018, which description is incorporated herein by reference.
Item 5.02.Other Events.
The Introductory Note is incorporated herein by reference.
On March 1, 2019, eBay issued a press release announcing several new initiatives, including an operating review and a strategic review of its portfolio of assets (the “Press Release”).
eBay also announced that it had entered into the Agreements with Elliott and Starboard, respectively. 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 foregoing description of the Press Release and the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Press Release and the Agreements, copies of which are attached to this Current Report as Exhibits 99.1, 99.2 and 99.3 and incorporated herein by reference.
Item 5.02.Financial Statements and Exhibits.
The following exhibits are furnished with this report:
Press Release, dated March 1, 2019
Cooperation Agreement, dated February 28, 2019, by and among Elliott Associates, L.P., Elliott International, L.P., Elliott International Capital Advisors Inc. and eBay Inc.
Agreement, dated February 28, 2019, by and among Starboard Value LP and affiliates and eBay Inc.
EBAY INC Exhibit
EX-99.1 2 ebay030119exhibit991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1eBay Announces Strategic Initiatives to Enhance PerformanceInitiates Operating ReviewCommences Strategic Review of Its Portfolio Adds Independent Directors,…
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About eBay Inc. (NASDAQ:EBAY)
eBay Inc. (eBay) is a commerce company, which operates through its Marketplace, StubHub and Classifieds platforms. The Company helps in enabling commerce on its platforms for buyers and sellers online. The Company has an open source platform that provides software developers and merchants an access to its application programming interfaces for developing software and solutions for commerce. Its Marketplace platforms include its online marketplace located at www.ebay.com, localized counterparts and the eBay mobile applications. Its StubHub platforms include its online ticket platform located at www.stubhub.com and the StubHub mobile applications. Its StubHub platforms provide customers with a place to purchase tickets to the games, concerts and theater shows and also enable owners to sell the tickets. Its Classifieds platforms offer online classifieds with a collection of brands, such as Mobile.de, Kijiji, Gumtree, Marktplaats, eBay Classifieds and others.