EBAY INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under Rule 14a-12

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eBay Inc.

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2024 Proxy Statement

Letter to Our Stockholders

Dear Fellow Stockholders:

eBay’s shared values of transparency, responsibility and performance have supported eBay’s mission to empower people and create economic opportunity for all throughout 2023. As your Board of Directors, we are focused on creating long-term, sustainable value for stockholders. Drawing on your input, we are supporting our leadership team in realizing its vision and strategy for eBay, a marketplace that will continue to drive success for its sellers and buyers around the world.

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of eBay Inc. to be held on June 20, 2024, at 8:00 a.m. Pacific Time. The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Board Election and Refreshment

We are soliciting proxies for the election at the Annual Meeting of ten individuals to serve as directors of eBay until the 2025 Annual Meeting of Stockholders. The Board has a commitment to refreshment, and we recently recruited one additional independent director, Zane Rowe. Mr. Rowe further enhances the Board’s composition, and with his extensive experience in corporate finance, investor relations and strategy, he brings skills and expertise complementary to eBay’s strategic vision.

Sustainable Initiatives

As Board members we, and the thousands of eBay employees, deeply share the sentiment that the company’s purpose links us to something bigger than any one of us. To ensure the achievement of our long-term business goals, we oversee the management team to ensure eBay’s sustainability initiatives focus on the matters that are most meaningful to our business and where we can be most impactful to our stakeholders. This includes our commitments to corporate governance best practices (especially our engagement with and responsiveness to stockholders), our impact on the environment and the communities we serve and overseeing meaningful progress in diversity, equity and inclusion. We invite you to read more in our Impact, DE&I and Recommerce reports.

Engaging Virtually

This year will be our fifth virtual annual meeting. We believe hosting the meeting virtually improves your ability to attend and participate while saving you the time and expense of travel. In the virtual meeting, participants will join via a website where they can listen to the speakers, view any presentations, submit questions and comments, hear the company’s responses, and vote their shares electronically. We recommend that participants log in at least 15 minutes prior to the start of the meeting.

Thank you for your continued investment in eBay. We are proud to represent stockholder interests in this great company and look forward to meeting with you at the 2024 Annual Meeting of Stockholders.

Sincerely,

Your Board of Directors

Adriane M. Brown

Aparna Chennapragada

Logan D. Green

E. Carol Hayles

Jamie J. Iannone

Shripriya Mahesh

Paul S. Pressler

Zane Rowe

Mohak Shroff

Perry M. Traquina

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TABLE OF CONTENTS​

2024 Proxy Statement 1

Notice of Annual

Meeting of

Stockholders

The 2024 Annual Meeting of Stockholders of eBay Inc. (“eBay,” “we,” “us” and the “Company”) will be conducted virtually on the Internet. There will be no in-person meeting.

Proposals Requiring Your Vote

Stockholders as of the record date will also transact on such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. The 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 Securities and Exchange Commission (“SEC”) “notice and access” rules. As a result, on or about April 25, 2024, we are mailing to many of our stockholders a notice instead of a paper copy of the Proxy Statement and our 2023 Annual Report. In the event of a technical malfunction or other situation that at the discretion of the Chair of our Board may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held, the Chair of our Board or our Secretary will convene the meeting at 4:00 p.m. Pacific Time on the same date and at the location specified above solely for the purpose of holding the adjourned meeting at this later time. Under the foregoing circumstances, we will post information regarding the announcement on our investor relations website at https://investors.ebayinc.com/.

By Order of the Board of Directors

Molly Finn

Assistant Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 20, 2024: the Proxy Statement and the Annual Report are Available at https://investors.ebayinc.com/financial-information/annual-reports/default.aspx.

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