8-K
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): March 15, 2016
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.) |
2065 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive offices)
(408) 376-7400
(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 (see General Instruction A.2. below):
¨ 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))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 15, 2016, the Board of Directors of eBay Inc. (the “Company”) adopted amendments to the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”) to implement proxy access. The Bylaws include a new Section 1.16, which permits a stockholder, or group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20% of the board (whichever is greater), provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.
The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, which is filed as Exhibit 3.1 to this report and is incorporated in response to this Item by reference thereto.
Item 9.01. Financial Statements and Exhibits.
|
| |
Exhibit No. | Description |
3.1 | Amended and Restated Bylaws of the Company, effective March 15, 2016 |
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, thereunto duly authorized.
|
| | |
| eBay Inc. |
| (Registrant) |
| | |
Date: March 18, 2016 | /s/ Kathryn W. Hall |
| Name: Kathryn W. Hall |
| Title: Vice President, Legal, Deputy General Counsel |
| | and Assistant Secretary |
EXHIBIT INDEX
|
| |
Exhibit No. | Description |
3.1 | Amended and Restated Bylaws of the Company, effective March 15, 2016 |