Election Of Directors
eBay's Certificate of Incorporation and Bylaws provide that the Board of
Directors shall be divided into three classes, with the first class initially
consisting of two directors, the second class initially consisting of two
directors and the third class initially consisting of one director. The term
of office for the first class expires at the annual meeting of stockholders to
be held on May 28, 1999, the term of office for the second class expires at
the annual meeting of stockholders to be held in 2000 and the term of office
for the third class expires at the annual meeting of stockholders to be held
in 2001. The term of each of these three classes will then expire at the third
annual meeting following the first date of expiration. A director elected to
fill a vacancy (including a vacancy created by an increase in the Board of
Directors) will serve for the remainder of the term of the class of directors
in which the vacancy occurred and until his or her successor is elected and
The Board of Directors is presently composed of five members. There are two
directors in the class whose term of office expires in 1999. Each of the
nominees for election to this class is currently a member of the Board of
Directors who was previously elected by the stockholders. If elected at the
Annual Meeting, each of the nominees would serve until the 2002 annual meeting
and until his successor is elected and has qualified, or until his earlier
death, resignation or removal.
Directors are elected by a plurality (excess of votes cast over opposing
nominees) of the votes present in person or represented by proxy and entitled
to vote at the meeting. Shares represented by signed proxies will be voted, if
authority to do so is not withheld, for the election of the two nominees named
below. If any nominee unexpectedly is unavailable for election, these shares
will be voted for the election of a substitute nominee proposed by management.
Each person nominated for election has agreed to serve if elected. Management
has no reason to believe that any nominee will be unable to serve.
Set forth below is biographical information for each person nominated and
each director whose term of office will continue after the Annual Meeting.
Nominees for Election for a Three-year Term Expiring at the 2002 Annual
Scott D. Cook
Mr. Scott D. Cook, age 46, has served as a director of eBay since June 1998.
Mr. Cook is the founder of Intuit Inc., a financial software developer. Mr
Cook has been a director of Intuit since March 1984 and its Chairman of the
Board since March 1993. From March 1984 to April 1994, Mr. Cook served as
President and Chief Executive Officer of Intuit. Mr. Cook also serves on the
board of directors of Amazon.com. Mr. Cook holds a B.A. degree in Economics
and Mathematics from the University of Southern California and an M.B.A.
degree from the Harvard Business School.
Robert C. Kagle
Mr. Robert C. Kagle, age 43, has served as a director of eBay since June
1997. Mr. Kagle has been a Member of Benchmark Capital Management Co., L.L.C.,
the General Partner of Benchmark Capital Partners, L.P. and Benchmark
Founders' Fund, L.P., since its founding in May 1995. Mr. Kagle also has been
a General Partner of Technology Venture Investors since January 1984. Mr.
Kagle holds a B.S. degree in Electrical and Mechanical Engineering from the
General Motors Institute (renamed Kettering University in January 1998) and an
M.B.A. degree from the Stanford Graduate School of Business.
The Board Of Directors Recommends A Vote In Favor Of Each Named Nominee.
Directors Continuing in Office Until the 2000 Annual Meeting
Pierre M. Omidyar
Mr. Pierre M. Omidyar, age 31, founded eBay as a sole proprietorship in
September 1995. He has been a director and Chairman of the Board since eBay's
incorporation in May 1996 and also served as its Chief Executive Officer,
Chief Financial Officer and President from inception to February 1998,
November 1997 and August 1996, respectively. Prior to founding eBay, Mr.
Omidyar was a developer services engineer at General Magic, a mobile
communication platform company from December 1994 to July 1996. Mr. Omidyar
co-founded Ink Development Corp. (later renamed eShop) in May 1991 and served
as a software engineer there from May 1991 to September 1994. Prior to co-
founding Ink, Mr. Omidyar was a developer for Claris, a subsidiary of Apple
Computer, and for other Macintosh-oriented software development companies. Mr.
Omidyar holds a B.S. degree in Computer Science from Tufts University.
Howard D. Schultz
Mr. Howard D. Schultz, age 45, has served as a director of eBay since June
1998. Mr. Schultz is the founder of Starbucks Corporation, a provider of
gourmet coffee, and has been its Chairman of the Board and Chief Executive
Officer since its inception in 1985. From 1985 to June 1994, Mr. Schultz was
also President of Starbucks. Mr. Schultz was the director of Retail Operations
and Marketing for Starbucks Coffee Company, a predecessor to Starbucks, from
September 1982 to December 1985 and was the Chairman of the Board, Chief
Executive Officer and President of Il Giornale Coffee Company, a predecessor
to Starbucks, from January 1986 to July 1987. Mr. Schultz is also one of two
founding members of Maveron LLC, a company providing advisory services to
consumer-based businesses, and is one of two members of a limited liability
company that serves as a general partner of its affiliated venture capital
fund, Maveron Equity Partners, L.P.
Directors Continuing in Office Until the 2001 Annual Meeting
Margaret C. Whitman
Ms. Margaret C. Whitman, age 42, has served as President and Chief Executive
Officer of eBay since February 1998 and as a director since March 1998. From
January 1997 to February 1998, she was General Manager of the Preschool
Division of Hasbro Inc., a toy company. From February 1995 to December 1996,
Ms. Whitman was employed by FTD, Inc., a floral products company, most
recently as President, Chief Executive Officer and a director. From October
1992 to February 1995, Ms. Whitman was employed by The Stride Rite Corporation
in various capacities, including President, Stride Rite Children's Group and
Executive Vice President, Product Development, Marketing & Merchandising, Keds
Division. From May 1989 to October 1992, Ms. Whitman was employed by The Walt
Disney Company, an entertainment company, most recently as Senior Vice
President, Marketing, Disney Consumer Products. Before joining Disney, Ms.
Whitman was at Bain & Co., a consulting firm, most recently as a Vice
President. Ms. Whitman currently serves on the board of directors of Staples,
Inc. Ms. Whitman holds an A.B. degree in Economics from Princeton University
and an M.B.A. degree from the Harvard Business School.
Board Committees and Meetings
During 1998, the Board of Directors held 12 meetings. The Board has an Audit
Committee and a Compensation Committee.
The Audit Committee reviews our financial statements and accounting
practices, makes recommendations to the Board regarding the selection of
independent auditors and reviews the results and scope of the audit and other
services provided by our independent auditors. The Audit Committee is composed
of two non-employee directors: Messrs. Kagle and Cook. It met once during
The Compensation Committee makes recommendations to the Board concerning
salaries and incentive compensation for our officers and employees and
administers our employee benefit plans. The Compensation Committee is composed
of two non-employee directors: Messrs. Kagle and Schultz. It did not meet
The Board did not have a Nominating Committee during 1998.
During 1998, each Board member attended 75% or more of the meetings held by
the Board and each committee member attended 75% or more of the meetings held
by the committees on which he served.