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EBAY INC

For the period ended Jun 25, 2025. Filed Apr 30, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 25, 2025 · Filed Apr 30, 2025

EBAY$121.96-1.1%Stored close · as of Nov 6, 2026
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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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))

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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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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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2025 Proxy Statement

Letter to Our Stockholders

Dear Fellow Stockholders:

eBay’s shared values of transparency, responsibility, and business performance have supported our mission to empower people and create economic opportunity for all throughout 2024. 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 connect people and build communities to create economic opportunity for all. You are cordially invited to attend our 2025 Annual Meeting of Stockholders of eBay Inc. (the “Annual Meeting”) to be held on June 25, 2025, 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

We are soliciting proxies for the election at our Annual Meeting of 11 individuals to serve as directors of eBay until the 2026 Annual Meeting of Stockholders.

Board Refreshment

Our Board is guided by the principles that our outside directors should have an average tenure of ten years or less and that the addition of new directors over time to “refresh” our Board is desirable. Of our 10 current non-employee directors, six joined our Board in 2020 or later and two joined in 2024, Bill Nash and Zane Rowe.

Engaging Virtually

This year will be our sixth 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 our virtual meeting, participants 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 our Annual Meeting.

Sincerely,

Your Board of Directors

Adriane M. Brown

Aparna Chennapragada

Logan D. Green

E. Carol Hayles

Jamie J. Iannone

Shripriya Mahesh

William D. Nash

Paul S. Pressler

Zane Rowe

Mohak Shroff

Perry M. Traquina

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TABLE OF CONTENTS​

2025 Proxy Statement 1

Notice of Annual

Meeting of

Stockholders

The 2025 Annual Meeting of Stockholders of eBay Inc. (“eBay,” “we,” “us” or the “Company”) will be conducted virtually on the Internet. There will be no in-person meeting.

​Date and Time Wednesday, June 25, 2025 8:00 a.m. Pacific Time​​​​Web Address www.virtualshareholdermeeting. com/EBAY2025​​​​Record Date You are eligible to vote if you were a stockholder at the close of business on April 28, 2025.​

Proposals Requiring Your Vote

​ · DESCRIPTION · ​ · ​ · ​ · BOARD’S RECOMMENDATION · ​ · ​ · ​ · FURTHER DETAILS · ​
​Proposal​​1​​Election of 11 directors named in this Proxy Statement to our Board to hold office until our 2026 Annual Meeting of Stockholders​​​​​FOR Each Director Nominee​​​Page 7​
​Proposal​​2​​Ratification of appointment of independent auditors​​​​​FOR​​​Page 34​
​Proposal​​3​​Advisory vote to approve named executive officer compensation​​​​​FOR​​​Page 39​
​Proposal​​4​​Approval of the Amendment and Restatement of the eBay Equity Incentive Award Plan​​​​​FOR​​​Page 74​
​Proposal​​5​​Stockholder proposal, if properly presented​​​​​AGAINST​​​Page 83​
​Proposal​​6​​Stockholder proposal, if properly presented​​​​​AGAINST​​​Page 86​

Stockholders as of the record date will also transact on such other business as may properly come before our 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 30, 2025, we are mailing to many of our stockholders a notice instead of a paper copy of the Proxy Statement and our 2024 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/.

​How to Vote​​​Your Vote Is Important. Even if you plan to attend the meeting, please vote as soon as possible using any of the following methods. In all cases, you should have your notice, or if you requested to receive printed proxy materials, your proxy card or voting instruction form, on hand and follow the instructions:​
​Online​​​​Phone​​​​Mail​
​You can vote your shares online at www.proxyvote.com.​​You can vote your shares by calling +1 (800) 690-6903.​​Date and sign your proxy card or voting instruction form and return it in the postage-paid envelope.​

By Order of the Board of Directors,

Samantha Wellington

Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 25, 2025: the Proxy Statement and the Annual Report are Available at https://investors.ebayinc.com/financial-information/annual-reports/default.aspx.

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.