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AGM 2025

Jun 25, 2025

John Egbert
VP of Investor Relations, eBay

Today are Paul Pressler, Chair of the Board; Jamie Iannone, President and CEO; Peggy Alford, CFO; and me. You may submit up to two questions until the end of the management update by logging in using your control number, clicking the Q&A button, and entering your question via the text box on your screen in accordance with the rules of conduct. Time permitting, we will answer any relevant and appropriate questions as described in more detail in the rules of conduct. Stockholders, as of April 28, 2025, may vote online during this virtual meeting. After logging in using your control number, click the voting button on your screen. The polls are open for voting on all matters to be presented at this annual meeting. The polls will be closed after we complete the formal business of this meeting.

If you experience technical difficulties during the meeting, please call the technical support number posted on the meeting login page. If we experience a technological failure or other disruption that prevents the formal business of the meeting from being conducted during our scheduled meeting time for any reason, the Chair of the meeting has determined that we will adjourn and reconvene automatically at 8:00 A.M. Pacific Time tomorrow, Thursday, June 26, 2025, via the same website and login credentials. I'd like to remind you that our remarks today may include forward-looking statements that involve known and unknown risks and uncertainties. Actual results may differ materially from the expectations, plans, intentions, or other forward-looking statements discussed in our remarks for a variety of reasons.

More information about risks, uncertainties, and other factors that could affect the company's business and financial results is included in the company's SEC filings, including the company's annual report on Form 10-K, available on the virtual meeting website, and quarterly reports on Form 10-Q. Please also note that we may discuss the non-GAAP financial measures when discussing the company's performance during the question-and-answer session. In accordance with SEC rules, we have provided a detailed explanation and reconciliation of any comparable non-GAAP financial measures in the quarterly earnings presentations on the investor relations portion of our website at investors.ebayinc.com. I will now turn the meeting over to Paul S. Pressler, Chair of the Board of Directors of eBay. Paul?

Paul S. Pressler
Chair of the Board and Chair of Corporate Governance and Nominating Committee, eBay

Good morning and welcome to the 2025 Annual Meeting of Stockholders of eBay. I am Paul S. Pressler, Chair of the Board, and I will be acting as the Chair of this annual meeting. Before I call the annual meeting to order, I'd like to recognize the other members of the Board of Directors. They are Jamie Iannone, who also is our President and Chief Executive Officer; Adrian M. Brown; Aparna Shanapragada; Logan D. Green; Carol Hales; Shapriya Mahesh; Bill Nash; Zane Roe; Mohawk Shroff; and Perry M. Triquena. In addition to Mr. Iannone, the members of the management team of the company in attendance who will present today are Samantha Wellington, our Senior Vice President, Chief Legal Officer, and Secretary; and John Egbert, our Vice President, Investor Relations. Other members of eBay's executive leadership team are also in attendance at today's meeting, including Peggy Alford, our Chief Financial Officer.

I would also like to recognize Christian Gunsmere and Katie O'Carroll of PricewaterhouseCoopers LLP, the company's independent auditor, both of whom are present and available to respond to appropriate questions. I want to take this opportunity to note that as part of the Board's commitment to refreshment, in September we recruited an additional independent director, Bill Nash. He further enhances the Board's composition with his significant experience in retail, e-commerce, and technology development. His experience as the CEO of CarMax deepens the knowledge and experience of our Board and will aid its focus on eBay's sustainable long-term growth. We now turn to the formal part of our meeting. The annual meeting will now officially come to order. We will proceed with the formal business of the annual meeting as set forth in our Notice of Annual Meeting and Proxy Statement.

A copy of the rules of conduct for this annual meeting is available through a link on the virtual meeting webpage. To conduct an orderly annual meeting, we require the participants comply with the rules of conduct. I will now ask the Secretary to deliver her report on this year's annual meeting. Samantha?

Samantha Wellington
SVP, Chief Legal Officer and General Counsel Secretary, eBay

Thank you, Paul. I have an affidavit from Broadridge Financial Solutions Incorporated establishing that notice of the annual meeting was duly given to stockholders of record as of the close of business on April 28, 2025. The affidavit of mailing and notice will be filed with the records of this annual meeting. Patricia Hodson, acting on behalf of Broadridge Financial Solutions Incorporated, has been appointed to act as the Inspector of Elections at this annual meeting. Ms. Hodson has taken and subscribed to the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of this annual meeting. I will now report on the existence of a quorum.

I have been informed by the Inspector of Election that a majority of the 460,843,591 shares of common stock outstanding on the record date of April 28, 2025, are represented by webcast or by proxy at today's virtual meeting. I hereby declare a quorum present, and this annual meeting is ready for official business as set forth in the Notice of Annual Meeting of Stockholders. Mr. Pressler, we can proceed with the formal business of the meeting.

Paul S. Pressler
Chair of the Board and Chair of Corporate Governance and Nominating Committee, eBay

I hereby declare this annual meeting to be duly constituted for the transaction of all business. Before we begin, I would like to remind you that stockholders, as of April 28, 2025, may vote online during this virtual meeting. After logging in using your control number, click the Vote Here button on your screen. The polls are open and will close after we complete the formal business of this meeting. If you have voted previously and do not wish to change your vote, your vote will be cast as previously instructed and no further action is required. Since the company was not properly notified by any stockholder of their intention to present any other business at this annual meeting in accordance with the company's by laws, there are six proposals to be considered by stockholders at this annual meeting.

The first item of business today is the election of each of the 11 directors named in our proxy to serve a one-year term until our 2026 annual meeting of stockholders and until their successors are duly elected and qualified. The director nominees are Adrian M. Brown, Aparna Shanapragada, Logan D. Green, E. Carol Hales, Jamie Iannone, Shapriya Mahesh, William D. Nash, Paul S. Pressler, Zane Roe, Mohawk Shroff, and Perry M. Triquena. Information concerning the director nominees, including their principal occupations, skills, experience, qualifications, and other matters which may be of interest, is contained in the proxy statement. As described in the proxy statement, the Board recommends that stockholders vote in favor of each of the 11 directors.

The second item of business today is the ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditors of the company for the fiscal year ending December 31, 2025. Information concerning PWC, including fees for services provided by them, our policy requiring the pre-approval of any non-audit engagement of them, their independence, and an audit committee report is contained in the proxy statement. As described in the proxy statement, the Board recommends that stockholders vote in favor of this proposal. The third item of business today is to approve, on an advisory basis, named executive officer compensation. Information concerning the compensation of our named executive officers, including compensation tables and related narrative discussion of such compensation, is included in the proxy statement. As described in the proxy statement, the Board recommends that stockholders vote in favor of this proposal.

The fourth item of business today is to approve the amendment and restatement of the eBay Equity Incentive Award Plan. Information concerning the amendment and restatement of the eBay Equity Incentive Award Plan, including a summary of the amendment and restatement of the plan and related narrative discussion, and the full text of the amended and restated plan is included in the proxy statement. As described in the proxy statement, the Board recommends that stockholders vote in favor of this proposal. The fifth item of business today is the consideration of a stockholder proposal from John Chevedden requesting that the Board take the steps necessary to reduce the ownership requirement for stockholders to call a special meeting. The stockholder who made the proposal or a representative there of now has four minutes to speak. I will now ask the operator to unmute that person's line.

John Chevedden
Stockholder Proposal

Hello, this is John Chevedden. Proposal 5, Special Shareholder Meeting Proposal topic that won 47% eBay shareholder support in 2023. Shareholders ask the Board of Directors to take the steps necessary to amend the governing documents to give the owners a combined 10% of eBay outstanding common stock the power to call a special shareholder meeting. eBay shareholders 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 in this proposal 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 eBay at a time when the Board may need to adopt new strategies. eBay will have an incentive to generally engage with shareholders instead of stonewalling if shareholders have a realistic Plan B option of calling for a special shareholder meeting. One can say that eBay has been in a slump since 2021 when eBay stock was at $81. eBay stock is now at $74. To guard against the eBay Board of Directors becoming complacent during the current eBay stock price slump, shareholders need the ability to call for a special shareholder meeting and help the Board adopt new strategies when the need arises.

The 47% eBay shareholder support for this proposal topic in 2023 would likely have exceeded 50% support if eBay had not gone to the corporate war chest and flooded shareholders with messages to vote against the 2023 proposal and, in a paradox of reasoning, vote against increasing their rights as eBay shareholders. There's no concern that allowing 10% of shares to call for a special shareholder meeting as called for in this proposal is too easy. It's almost unheard of for any special shareholder meeting called for by shareholders to ever occur at any company, even though a significant number of companies will allow 10% of shareholders to call for a special shareholder meeting. The reason to have this right is that with this right in place, companies are more likely to engage productively with their shareholders because shareholders have an alternative ability to call for a special shareholder meeting.

Plus, the large eBay shareholders have no history of calling for a special shareholder meeting at any company. On the other hand, with the widespread use of online shareholder meetings, it's much easier for a company to conduct a special shareholder meeting for important business matters, and eBay by laws need to be updated accordingly. Please vote yes to the special shareholder meeting proposal topic that won 47% eBay shareholder support in 2023, Proposal 5.

Thank you. The Board recommends a vote against the stockholder proposal for the reasons set forth in the proxy statement. The sixth and final item of business today is the consideration of a stockholder proposal from North Atlantic States Carpenters Pension Fund requesting that the Board adopt a new director election resignation governance policy. The stockholder who made the proposal or a representative there of now has four minutes to speak. I will now ask the operator to unmute that person's line.

David Minasian
Representative, North Atlantic States Carpenters Pension Fund

Good morning. My name is David Minasian , and I represent the North Atlantic States Carpenters Pension Fund, the proponent of the director election resignation guideline proposal. The fund is a long-term holder of eBay common stock and supports the company's board nominees. Shareholders possess several rights, with none more important than the right to elect directors. The company has in place a governance guideline that requires an incumbent director nominee to tender his or her resignation for board consideration should he or she fail to win reelection under the company's majority vote standard. The Board has full discretion and the final say in determining whether an unelected director's resignation is accepted or rejected. If the resignation is not accepted, the unelected director continues to serve as a holdover director. The fund's proposal is straightforward. There are two key provisions.

First, a Board can accept or reject a tendered resignation from an unelected director, but it would be required to articulate a compelling reason for rejecting the resignation. When the Board finds no compelling reason to reject the resignation, it accepts the resignation, ending the director's service on the Board. However, if the Board rejects the director's resignation, the unelected director continues to serve on the Board as a holdover director by operation of state corporate law. The second key feature of the proposed guideline comes into play when the Board rejects the director's initial resignation. If the holdover director again fails to be elected in the next annual election, his or her tendered resignation must be accepted by the Board. Two strikes and the unelected director is out.

The majority vote standard in director elections was instituted for the explicit purpose of giving shareholders a meaningful right to elect directors. The company's current director resignation policy provides the Board total discretion after each election to determine whether to accept or reject a director resignation triggered by an election defeat. The proposed resignation policy bolsters shareholder voting rights in director elections, while it provides the Board a measure of decision-making discretion following the director's initial defeat. It limits that discretion by requiring the end of the board service of a twice-defeated director. The escalating board accountability created by the proposed guideline, combined with voting policies based on long-term corporate performance, will help focus boards and management teams on the task of long-term value creation. Thank you.

Thank you. The Board recommends a vote against the stockholder proposal for the reasons set forth in the proxy statement. That concludes the presentation of proposals for this annual meeting. Stockholders will have until the end of the reading of the preliminary voting results to vote before the polls close. The Secretary will now state preliminary voting results. Samantha.

Samantha Wellington
SVP, Chief Legal Officer and General Counsel Secretary, eBay

Thank you, Paul. The preliminary report of the inspector of election covering the proposals presented at this annual meeting is as follows. Proposal 1, each of the company's 11 director nominees has been duly elected by stockholders. Proposal 2, the ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors of the company for the fiscal year ending December 31, 2025, has been approved. Proposal 3, named executive officer compensation has been approved on an advisory basis. Proposal 4, the amendment and restatement of the eBay Equity Incentive Award Plan has been approved. Proposal 5, the stockholder proposal preliminary results of voting on the stockholder proposal on special meeting rights are not available yet because the vote is too close to call. Proposal 6, the stockholder proposal on the director resignation policy has not been approved.

The final voting results will be published in a current report on Form 8-K that we expect to file with the SEC within four business days of this annual meeting. Mr. Pressler, the floor is yours.

Paul S. Pressler
Chair of the Board and Chair of Corporate Governance and Nominating Committee, eBay

Thank you, Samantha. That concludes the formal business of the annual meeting. The polls are now closed. This annual meeting is now adjourned. I want to thank our stockholders for their participation in considering the items on the agenda this year. I'll now turn the meeting over to our President and CEO, Jamie Iannone, after which we will have time for Q&A. Jamie.

Jamie Iannone
President and CEO, eBay

Thank you, Paul and Samantha. Thank you to our stockholders for joining us today. Five years ago, I returned as CEO with a vision to transform eBay into the leading destination for enthusiasts and put our company firmly on a path to long-term GMV growth, not only for our company and our customers, but for you, our stockholders. Every year, we have deepened our commitment to creating even more exceptional experiences on our platform, always with our customers at the center of every innovation. Today, I appreciate the opportunity to share the progress we have made on that journey over the past year. 2024 was a year marked by significant transformation. We accelerated our pace of innovation and executed our strategy with precision, driving our return to positive GMV growth.

We expanded our selection of Pre-owned inventory, grew our focus categories, cultivated new shopping formats like eBay Live, and strengthened our advertising and Financial Services Offerings. By integrating new AI-powered tools, we made buying and selling easier than ever. Notably, we achieved three consecutive quarters of Year-over-Year GMV growth to end 2024, generating nearly $75 billion for the full year. Our vision is to reinvent the future of e-commerce for enthusiasts by delivering relevant experiences, scalable solutions, and magical innovations. Amid an uneven and dynamic macro environment, our solid financial performance and strong execution are a testament to the resilience of our business model and the unwavering dedication of our eBay team. Now let's delve deeper into our strategy. Every day, eBay empowers enthusiasts to discover and trade billions of unique items in a trusted, seamless experience.

Our first strategic pillar centers on delivering highly relevant experiences for customers across all shopping occasions. This involves building a rich, personalized marketplace tailored to the evolving needs of the next generation of users. We have continued to lean in by building upon our focus categories to create world-class experiences for enthusiasts. In 2024, GMV from focus categories grew 5% Year-over-Year on an FX-neutral basis. Motors, parts, and accessories remains our largest category, with over 700 million live listings and more than $10 billion in GMV. In 2024, we delivered a second consecutive year of mid-single-digit GMV growth by continuing to focus on trust, relevance, and simplifying the experience for buyers and sellers. Over the past year, we have deepened our capabilities across the entire journey, making it easier for enthusiasts to buy the right part and the right vehicle with confidence.

We've continued to improve fitment clarity at checkout and, through our February 2025 acquisition of Caramel, added a seamless flow for full vehicle transactions, including financing, insurance, title, and delivery. These efforts are resonating with customers across our key global markets. It's a strong example of how targeted category innovation, combined with broader platform investments in AI and search, is driving results across our focus categories. Collectibles continues to deliver strong results, with trading cards GMV accelerating for the ninth straight quarter in Q1 2025 and the category serving as our top contributor to growth for the second straight quarter. We've introduced features like our AI-powered bulk listing tool to help sellers list more efficiently and integrated PSA population report data to simplify and enrich the collecting experience.

We also deepened our partnership with PSA through the launch of Grading Add-on, enabling customers to have cards graded as part of their purchase. We continue to scale the impact of Goldin, which has strengthened our leadership in high-value sports and pop culture collectibles. These investments further demonstrate why eBay is the most trusted platform for collectors, where innovation, community, and supply come together to power the global enthusiast marketplace. Our work to deliver country-specific solutions took a major step forward in 2024. Following success in Germany, we overhauled the U.K. C2C experience, including eliminating selling fees, simplifying the listing flow, launching eBay Balance, improving our local experience, and streamlining shipping. These changes addressed pain points and contributed to stronger GMV. Our new brand platform, Things People Love, highlights the work we have done to make eBay a more personalized marketplace for the next generation of buyers and sellers.

It's a celebration of the human connection behind every transaction and the joy our community experiences when they find what they truly love. The campaign has resonated with our audience, reinforcing eBay as a place where passion meets purpose. Our second strategic pillar is developing scalable solutions using eBay's robust infrastructure and extensive data to power customer success. Our scale, global reach, and nearly 30 years' worth of experience are significant assets that we build on to the benefit of our customers. In the U.K., we expanded our managed shipping program, creating a more consistent delivery experience and improving predictability and buyer trust. We continue to fine-tune the program based on seller feedback. Our advertising business delivered strong growth again in 2024.

We enhanced our suite of advertising solutions to support sellers on and off eBay and introduced a redesigned first-party dashboard, making it even easier for sellers to manage campaigns and maximize their returns. These tools offer greater transparency, control, and actionable insights. We also enhanced our payments and financial services offerings to better serve both buyers and sellers. Buyers now enjoy more flexibility with new payment options like Klarna and Venmo. On the seller side, we've made it easier to use their sales proceeds to make purchases via eBay Balance and access growth capital through our expanded seller Capital Partnerships with Liberis and Ulend. We have strengthened platform resilience by adding Checkout.com as a new payment acquire. Together, these improvements are helping customers buy and sell with greater confidence and convenience, driving more seamless commerce across categories. Our third pillar, magical innovations, continued to gain momentum.

We made substantial investments in our AI infrastructure, increasing GPU capacity, deploying our first supercomputer, and optimizing hardware for large language models. These investments have accelerated the rollout of cutting-edge experiences across the marketplace. Within the selling experience, we continue to be on a transformational journey to unlock more inventory on our marketplace. With nearly three decades of customer insights and data from tens of billions of listings powering our LLMs, we have introduced more AI-powered features like Explore and a guided magical listing experience, which can now auto-generate titles, descriptions, and item specifics from just a photo. These tools reduce friction and simplify the selling process to unlock more inventory across households worldwide.

In 2024, we also started working on an early version of our AI shopping agent, allowing buyers to interact with eBay in natural language, receive tailored suggestions based on in-depth knowledge of our key product categories and related trends, and explore listings with ease. This conversational interface aims to offer a more intuitive way to discover products and represents an exciting glimpse into the future of e-commerce, where AI becomes a trusted co-pilot for buyers. We also continue momentum with eBay Live, which gives buyers a dynamic, Real-time experience while helping sellers connect more authentically with their audiences. This format is opening up new ways to discover the incredible breadth of inventory on our platform. Sellers are seeing higher engagement, while buyers are enjoying a more interactive and personalized way to shop. Altogether, these tools reduce friction for sellers and delight buyers with curated, engaging journeys.

Our investments in generative AI extend beyond the customer experience. We're applying these technologies internally to improve operations, enhance customer support, and empower our teams, unlocking new levels of productivity and quality across eBay. Now let's turn to our financial performance. In 2024, we delivered solid financial results, demonstrating our commitment to delivering long-term sustainable growth. Our marketplace ended 2024 with 2.3 billion live listings and 134 million active buyers across more than 190 markets worldwide. We generated $75 billion in GMV, with organic FX-neutral Year-over-Year growth improving during each quarter of 2024. Revenue was up 2% on an organic FX-neutral basis. We delivered $4.88 of non-GAAP earnings per share, up 15% Year-over-Year. Additionally, we generated roughly $2 billion of free cash flow and returned $3.7 billion to stockholders through repurchases and cash dividends. These results reflect strong execution, accelerated innovation, and our focus on long-term value creation.

Even amid economic uncertainty, our disciplined approach and strategic investments helped us maintain growth, return capital to shareholders, and position the company for the future. As we look to the future, our focus on purpose and impact remains as strong as ever. Our mission is to connect people and build communities to create economic opportunity for all. This extends beyond our marketplace, as our community raised more than $192 million in 2024 through eBay for charity. Whether supporting humanitarian relief, medical research, or local causes, this generosity reflects the compassion and values of the eBay community. The eBay Foundation granted nearly $18 million, primarily to nonprofits supporting historically excluded entrepreneurs. This includes programs that provide access to capital, mentorship, and education, ensuring entrepreneurs have the tools to grow and succeed.

We also continue to advocate for small business-friendly policy, working closely with lawmakers to reduce regulatory burdens and champion the growth of the circular economy. We will continue to work toward long-term policy solutions that empower independent sellers and small businesses globally. eBay's long-standing commitment to sustainability and the circular economy is realized through our core e-commerce activities. Extending the life of items by facilitating the daily exchange of pre-owned goods is not just foundational to our marketplace, but key to our sustainability commitments. As champions of e-commerce, we generated $5 billion in positive economic impact through pre-loved and refurbished goods in 2024, helping to avoid 1.6 million metric tons of carbon dioxide emissions and keeping 70,000 metric tons of waste out of landfills. These numbers reflect the real and lasting difference our marketplace can make for sellers, buyers, and the planet.

In 2024, we reached an important environmental milestone, achieving our goal of using 100% renewable electricity across all of our offices and data centers one year ahead of schedule. This is part of our broader commitment to environmental sustainability, climate action, and responsible business. As we approach our 30th anniversary, we're not only reflecting on three decades of innovation and community, but we're recommitting to the values that made eBay what it is today. This milestone is a reminder of how far we've come and how much opportunity lies ahead. We're continuing to invest in cornerstone growth areas like enthusiast verticals and certified refurbished goods, aligning with consumer trends. Our transformation is accelerating through AI-driven innovations, from image-based search to next-gen listing tools and agentic shopping. This empowers sellers, creates personalized buyer experiences, and unlocks new opportunities in areas like eBay Motors and eBay Live.

Since 1995, eBay has helped millions of people launch businesses, find meaningful items, support causes they care about, and connect through shared interests. That legacy is the foundation for everything we're building today and everything we will build for the future. I want to thank our sellers, buyers, employees, and you, our stockholders, for your continued support. Together, we're building a better eBay and delivering on our bold vision. With that, I'll turn it back to John for questions.

Mr. Egbert, you may begin the Q&A session.

John Egbert
VP of Investor Relations, eBay

Thank you. No relevant and appropriate questions have been submitted, so we'll now conclude the question-and-answer portion of our meeting. eBay's 2025 Annual Meeting of Stockholders is now completed. Thank you for joining us today.

The meeting has now concluded. Thank you for joining, and have a pleasant day.

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