EBAY INC. | Right of Shareholders to Call Special Meetings at EBAY INC.

Status
Filed
Previous AGM date
Resolution details
Company ticker
EBAY
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders ask our Board of Directors 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 or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting.
Supporting statement
There shall be no unnecessary poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting and no unnecessary requirement that most such shareholders be record holders. It is reasonable that 10% of shares have this right because there may be no shareholders of any company anywhere worth at least $5 Billion who have ever used this right at the challenging 20% stock ownership mark that EBAY now has. There has never been a company response to a proposal such as this that gave one example of a special shareholder meeting actually being held at a company worth at least $5 Billion that required 20% of shares outstanding to initiate. Thus the challenging 20% requirement seems too high and seems to make the current so-called right useless. Since 2022 this proposal topic has won more than 47% shareholder support 3-times without any special effort by the proponent. Meanwhile EBAY made a special effort against this proposal topic all 3-times. This greater than 47% support likely represented much more than 50% shareholder support from the EBAY shares that have access to independent proxy voting advice which gives these shareholders insight to both sides of this important issue. EBAY shareholders gave more than 47% support 3-times in spite of the misleading reasons EBAY put forth in its opposition. An example of the misleading EBAY statements was the mention that one EBAY shareholder owns 10% of EBAY stock. To put this 10% ownership in proper context there has been hundreds of opposition statements in regard to this special meeting topic and not one example of a 10% holder ever calling for a special shareholder meeting at a company worth at least $5 billion. EBAY is worth $40 Billion. Another example of the misleading EBAY statements is that a special meeting takes considerable time. This is largely moot since once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are often quickly

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