"Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. This proposal includes that the company disclose in the EDGAR filing reporting the 2023 voting results how much extra money the Board spent in 2023 to try to defeat this proposal topic which won 48% eBay shareholder support at the 2022 annual meeting.
Currently it takes a theoretical 20% of all shares outstanding to call for a special shareholder meeting. However the face value of 20% is deceiving because there are factors than increase the 20% face value significantly.
This theoretical 20% of all shares outstanding translates into 25% of the shares that vote at our annual meeting. It would be hopeless to think that shares that do not have the time to vote would have the time to go through the special procedural steps to call for a special shareholder meeting.
And it goes downhill from here. Shares that are not held net long are excluded. Thus shareholders who own 20% of EBAY stock that equals 25% of the stock that votes at the annual meeting could determine that they hold 30% of EBAY stock when shares owned other than net long are included.
A potential 30% stock ownership threshold to call for a special shareholder meeting is nothing for management to brag about.
Plus we have no right to act by written consent. A large number of companies provide shareholders with the right to act by written consent and the right to call a special shareholder meeting.
The 10% figure is reasonable because some states require that 10% of shares have the right to call a special shareholder meeting.
Calling for a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call for a special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with management.
Management will have an incentive to genuinely engage with shareholders, instead of stonewalling, if shareholders have a realistic Plan B option of calling a special shareholder meeting.
Plus EBAY shareholders gave 48% support to the 2022 shareholder proposal on this same topic. This 48% likely represented more than 51% support from the shares that have access to independent proxy voting advice.
This 48% support would likely have exceeded 51% support if EBY management had not gone to the corporate war chest and flooded shareholders with messages to vote against the 2022 proposal and in a paradox vote against increasing their rights as shareholders.
With the 48% vote in 2022 this proposal was on the 2-yard line and the eBay Board was playing defense due to its own selfish reasons. Please vote yes to push this proposal past the 2-yard line:"