EBAY INC (Form: 8-K, Received: 10/16/2019 17:05:54)

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): October 11, 2019

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) 376-7008

(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))

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
6.00% Notes due 2056	EBAYL	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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 11, 2019, eBay Inc. (the “Company”) entered into letter agreements with each of Scott F. Schenkel and Andrew Cring, which provide to each of Messrs. Schenkel and Cring the following compensation in consideration of their assumption, on September 25, 2019, of their additional duties and responsibilities as Interim Chief Executive Officer and Interim Chief Financial Officer, respectively: (i) Mr. Schenkel will receive a monthly performance bonus equal to $125,000 and Mr. Cring will receive a monthly performance bonus equal to $70,000, for each month in which such officer serves in his interim position (prorated for partial months); and (ii) by no later than October 15, 2019: (a) Mr. Schenkel will receive grants of (1) performance-based restricted stock units (“PBRSUs”) having a target grant date value of $4,000,000 and (2) restricted stock units (“RSUs”) having a grant date value of $4,000,000, and (b) Mr. Cring will receive a grant of RSUs having a grant date value of $3,000,000. The RSU grants to Messrs. Schenkel and Cring will vest as to 1/16 of the awards on January 15, 2020, and 1/16 quarterly thereafter over four years, subject to continued employment with an eBay company. Mr. Schenkel’s PBRSUs will be subject to performance vesting over the period January 1, 2019 through December 31, 2020 under the 2019-2020 PBRSU cycle, with the same performance goals and modifiers set for similarly situated officers in the 2019-2020 PBRSU cycle. The actual amount of the PBRSUs to be earned will be determined based on Company performance and will be subject to the terms and conditions of the performance plan approved by the Compensation Committee, and to the extent earned for this cycle will vest as to 100% of the earned shares in March 2022, subject to Mr. Schenkel’s continued employment with an eBay company. Both the PBRSUs and RSUs will be granted under the Company’s current stock plans and current forms of PBRSU and RSU grant agreements as previously disclosed.

The foregoing summary description of each of the letter agreements between the Company and Messrs. Schenkel and Cring, respectively, does not purport to be complete and is qualified in its entirety by reference to the full text of each such letter agreement, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.



Item 9.01.	Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.	Description
10.1	Letter agreement between eBay Inc. and Scott Schenkel, dated October 11, 2019
10.2	Letter agreement between eBay Inc. and Andrew Cring, dated October 11, 2019
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 16, 2019	/s/ Marc D. Rome
	Name: Marc D. Rome
	Title: Vice President & Deputy General Counsel, Corporate & Assistant Secretary

October 11, 2019

Scott Schenkel

VIA ELECTRONIC DELIVERY

RE: INTERIM CHIEF EXECUTIVE OFFICER COMPENSATION

Dear Scott:

Effective on September 25, 2019, you were appointed Interim Chief Executive Officer, to perform all duties and responsibilities necessary and appropriate as Interim Chief Executive Officer and as the “principal executive officer” (for purposes of SEC purposes) of eBay.

In recognition of the additional duties and responsibilities you have assumed as Interim Chief Executive Officer, you will be entitled to receive:

(1) a monthly performance bonus in the amount of $125,000 for each month in which you serve as Interim Chief Executive Officer (including a prorated amount for any partial month of service), less applicable tax and payroll withholdings; and

(2) by no later than October 15, 2019, an award of restricted stock units (“RSUs”) and an award of performance-based restricted stock units (“PBRSUs”), as described in the following paragraphs. The grant is described as a U.S. dollar value. For the RSU award, the number of shares to be granted will be determined by dividing the U.S. dollar value of the RSU award by the Average eBay Closing Price (as described in this paragraph) and rounding up to the nearest whole number of shares of eBay common stock. For the PBRSU award, the number of shares subject to the target award will be determined by dividing the U.S. dollar value of the award by the Average eBay Closing Price (as described in this paragraph) and rounding up to the nearest whole number of shares of eBay common stock. The “Average eBay Closing Price” shall be calculated based on the average of the closing prices of eBay common stock in U.S. dollars for the period of 10 consecutive trading days ending on (and including) the last trading day prior to the date of grant.

In accordance with the methodology above, you will be granted an award of RSUs valued at USD $4,000,000 to be granted under the terms and conditions of eBay’s current stock plans (the “Plans”) as well as the terms and conditions of the RSU agreement (which will be provided to you as soon as practicable after the grant date). The RSUs will vest and become non-forfeitable (assuming your continued employment with an eBay company on each vesting date) over four years as follows: 1/16^th of the shares subject to the RSU award will vest on January 15, 2020, and an additional 1/16^th of the shares subject to the award each three month period thereafter, subject to applicable taxes and withholdings.

You will also be granted an award of PBRSUs valued at USD $4,000,000 to be granted under the terms and conditions of the Plans as well as the terms and conditions of the PBRSU agreement (which will be provided to you as soon as practicable after the grant date). The PBRSUs will be subject to performance over the period January 1, 2019 through December 31, 2020 under the 2019-2020 PBRSU cycle and will have the same performance goals and modifiers set for other similarly situated officers in the 2019-2020 PBRSU cycle. The actual amount of the award will be determined based on Company performance and will be subject to the terms and conditions of the performance plan approved by the Compensation Committee. Any PBRSUs earned for this cycle will vest as to 100% of the earned shares in March 2022, subject to your continued employment with an eBay company.

Finally, as Interim Chief Executive Officer, you will also be encouraged to use the corporate airplane for personal travel to reduce possible security concerns where relevant, in accordance with eBay’s policy as described in the most recent annual proxy statement.

Except as otherwise provided in this letter, there will be no changes to your annual rate of base salary or other compensation opportunities from those applicable to you in your position as Senior Vice President, Chief Financial Officer at eBay, including without limitation your annual bonus opportunity under the eBay Incentive Plan, the severance and change in control benefits described in the letter agreement dated September 30, 2014, and your continued eligibility to participate in eBay’s equity grant program, and other welfare and fringe benefit plans of eBay.

For the avoidance of doubt, your employment as Interim Chief Executive Officer and “principal executive officer” shall be “at-will” and as such the Board of Directors may remove you from any such positions at any time and for any reason, with or without notice. However, so long as you are offered the opportunity to return to your position, duties and responsibilities as Senior Vice President, Chief Financial Officer, any such removal will not give rise to any entitlements for you to receive vesting, severance or other payments or benefits under any compensation or benefit plan, program or policy.

Finally, The Mutual Arbitration Agreement and the Employee Proprietary Information and Inventions Agreement that you executed in conjunction with your commencement of employment also remain in force.

Scott, on behalf of the entire eBay team, thank you for your willingness to serve during this transitional time.

Very truly yours,

/s/ Kristin Yetto

Kristin Yetto

Senior Vice President, Chief People Officer

ACCEPTED:

/s/ Scott Schenkel

Scott Schenkel

October 11, 2019

Date

October 11, 2019

Andy Cring

VIA ELECTRONIC DELIVERY

RE: INTERIM CHIEF FINANCIAL OFFICER COMPENSATION

Dear Andy:

Effective on September 25, 2019, you were appointed Interim Chief Financial Officer, to perform all duties and responsibilities necessary and appropriate as Interim Chief Financial Officer and as the “principal financial officer” (for purposes of SEC purposes) of eBay.

In recognition of the additional duties and responsibilities you have assumed as Interim Chief Financial Officer, you will be entitled to receive:

(1) a monthly performance bonus in the amount of $70,000 for each month in which you serve as Interim Chief Financial Officer (including a prorated amount for any partial month of service), less applicable tax and payroll withholdings; and

(2) by no later than October 15, 2019, an award of restricted stock units (“RSUs”) as described in the following paragraphs. The grant is described as a U.S. dollar value. The number of shares to be granted will be determined by dividing the U.S. dollar value of the RSU award by the Average eBay Closing Price (as described in this paragraph) and rounding up to the nearest whole number of shares of eBay common stock. The “Average eBay Closing Price” shall be calculated based on the average of the closing prices of eBay common stock in U.S. dollars for the period of 10 consecutive trading days ending on (and including) the last trading day prior to the date of grant.

In accordance with the methodology above, you will be granted an award of RSUs valued at USD $3,000,000 to be granted under the terms and conditions of eBay’s current stock plans (the “Plans”) as well as the terms and conditions of the RSU agreement (which will be provided to you as soon as practicable after the grant date). The RSUs will vest and become non-forfeitable (assuming your continued employment with an eBay company on each vesting date) over four years as follows: 1/16^th of the shares subject to the RSU award will vest on January 15, 2020, and an additional 1/16^th of the shares subject to the award each three month period thereafter, subject to applicable taxes and withholdings.

Except as otherwise provided in this letter, there will be no changes to your annual rate of base salary or other compensation opportunities from those applicable to you in your position as Vice President, Global Financial Planning at eBay, including without limitation your annual bonus opportunity under the eBay Incentive Plan, and your continued eligibility to participate in eBay’s equity grant program, applicable severance, change in control, and other welfare and fringe benefit plans of eBay, in each case at the level of Vice President.

For the avoidance of doubt, your employment as Interim Chief Financial Officer and “principal financial officer” shall be “at-will” and as such the Board of Directors may remove you from any such positions at any time and for any reason, with or without notice. However, so long as you are offered the opportunity to return to your position, duties and responsibilities as Vice President, Global Financial Planning (or other comparable position), any such removal will not give rise to any entitlements for you to receive vesting, severance or other payments or benefits under any compensation or benefit plan, program or policy.

Finally, The Mutual Arbitration Agreement and the Employee Proprietary Information and Inventions Agreement that you executed in conjunction with your commencement of employment also remain in force.

Andy, on behalf of the entire eBay team, thank you for your willingness to serve during this transitional time.

Very truly yours,

/s/ Kristin Yetto

Kristin Yetto

Senior Vice President, Chief People Officer

ACCEPTED:

/s/ Andy Cring

Andy Cring

October 11, 2019

Date