eBay (NASDAQ: EBAY) shareholders back board, auditor and pay, reject meeting proposal

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

eBay Inc. reported the voting results from its 2026 Annual Meeting of Stockholders held on June 17, 2026. Stockholders elected all 11 director nominees to serve until the 2027 annual meeting, with each nominee receiving more votes for than against.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2026, and approved, on an advisory basis, the compensation of the company’s named executive officers. A stockholder proposal to change the ownership requirement for calling a special stockholder meeting did not receive sufficient support and was not approved.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for auditor ratification: 351,593,877 votes Votes against auditor ratification: 49,885,553 votes Say-on-pay votes for: 323,495,796 votes +5 more

8 metrics

Votes for auditor ratification 351,593,877 votes Ratification of PricewaterhouseCoopers LLP for FY ending Dec 31, 2026

Votes against auditor ratification 49,885,553 votes Ratification of PricewaterhouseCoopers LLP

Say-on-pay votes for 323,495,796 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 43,613,799 votes Advisory approval of named executive officer compensation

Special meeting proposal votes for 156,901,312 votes Stockholder proposal on special stockholder meeting threshold

Special meeting proposal votes against 210,071,641 votes Stockholder proposal on special stockholder meeting threshold

Broker non-votes 34,215,587 votes Reported on director, say-on-pay, and special meeting proposals

Example director votes for 366,875,756 votes Votes for director nominee Aparna Chennapragada

Key Terms

broker non-votes, independent auditors, advisory basis, named executive officers, +2 more

6 terms

broker non-votes financial

"Broker Non-Votes 343,443,215 ... 409,326 ... 34,215,587"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent auditors financial

"ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

advisory basis financial

"The approval, on an advisory basis, of the compensation of the Company’s named executive officers"

named executive officers financial

"the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

stockholder proposal financial

"The stockholder proposal regarding the Company’s special stockholder meeting threshold"

special stockholder meeting threshold financial

"stockholder proposal regarding the Company’s special stockholder meeting threshold"

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Understanding 8-K Material Events →

06/18/2026 - 04:01 PM

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): June 17, 2026

eBay Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-37713	77-0430924
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

2025 Hamilton Avenue

San Jose, California 95125

(Address of principal executive offices)

(408) 376-9659

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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:


Title of each class	Trading symbol(s)	Name of exchange on which registered
Common stock	EBAY	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 5.07. Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting of Stockholders of eBay Inc. (the “Company”) held on June 17, 2026 (the “2026 Annual Meeting”), the Company’s stockholders voted on the following four proposals:

1.The election of 11 director nominees named in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”), each to serve as a member of the Company’s Board of Directors (the “Board”) until the Company’s 2027 Annual Meeting of Stockholders (Proposal 1);

2.The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the Company’s fiscal year ending December 31, 2026 (Proposal 2);

3.The approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3); and

4.The stockholder proposal regarding the Company’s special stockholder meeting threshold (Proposal 4).

The following is a summary of the matters voted on at the meeting.

1.Proposal 1 – Election of Directors. Each of the 11 director nominees named in the Proxy Statement was elected to serve until the Company’s 2027 Annual Meeting of Stockholders. The voting results were as follows:


Director Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
Adriane M. Brown	343,443,215	24,215,823	409,326	34,215,587
Aparna Chennapragada	366,875,756	769,999	422,609	34,215,587
E. Carol Hayles	356,573,412	11,057,318	437,634	34,215,587
Jamie Iannone	366,644,103	1,088,928	335,333	34,215,587
Shripriya Mahesh	366,834,238	806,962	427,164	34,215,587
William D. Nash	362,217,047	5,422,632	428,685	34,215,587
Paul S. Pressler	356,893,045	10,724,977	450,342	34,215,587
Zane C. Rowe	366,495,335	922,658	650,371	34,215,587
Brian H. Sharples	366,593,541	1,042,260	432,563	34,215,587
Mohak Shroff	366,300,802	1,336,332	431,230	34,215,587
Perry M. Traquina	362,256,872	5,363,124	448,368	34,215,587

2.Proposal 2 – Ratification of Appointment of Independent Auditors. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the Company’s fiscal year ending December 31, 2026. The voting results were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

351,593,877

49,885,553

804,521

N/A

3.Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
323,495,796	43,613,799	958,769	34,215,587

4.Proposal 4 – Stockholder Proposal Regarding the Company’s Special Stockholder Meeting Threshold. The Company’s stockholders did not approve the stockholder proposal regarding the ownership requirement for stockholders to call a special meeting. The voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
156,901,312	210,071,641	1,095,411	34,215,587

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.


			eBay Inc.
			(Registrant)

Date: June 18, 2026			/s/ Samantha Wellington
			Name: Samantha Wellington
			Title: Senior Vice President, Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did eBay (EBAY) announce in its June 2026 Form 8-K?

eBay reported results of its 2026 Annual Meeting votes. Stockholders elected 11 directors, ratified PricewaterhouseCoopers as auditor, approved executive pay on an advisory basis, and rejected a stockholder proposal to change the special meeting ownership threshold.

Were all eBay (EBAY) director nominees elected at the 2026 Annual Meeting?

Yes, all 11 eBay director nominees were elected. Each received more votes for than against, with for votes generally in the mid-300 million range, and a consistent level of broker non-votes reported across all director elections.

Did eBay (EBAY) stockholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes, stockholders ratified PricewaterhouseCoopers LLP as eBay’s independent auditor for the fiscal year ending December 31, 2026, with 351,593,877 votes for, 49,885,553 against, and 804,521 abstentions recorded in the vote tally.

How did eBay (EBAY) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, eBay’s named executive officer compensation. The vote results were 323,495,796 for, 43,613,799 against, and 958,769 abstentions, with 34,215,587 broker non-votes reported for this say-on-pay proposal.

What happened to the eBay (EBAY) stockholder proposal on special meeting thresholds?

The stockholder proposal to change the ownership requirement for calling a special stockholder meeting was not approved. It received 156,901,312 votes for, 210,071,641 against, 1,095,411 abstentions, and 34,215,587 broker non-votes at the 2026 Annual Meeting.

How many broker non-votes were reported for eBay (EBAY) director elections?

Each director election showed 34,215,587 broker non-votes. This same broker non-vote figure also appeared in the results for the advisory vote on executive compensation and the stockholder proposal on the special stockholder meeting threshold.

Filing Exhibits & Attachments

3 documents