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AGM 2026

Jun 17, 2026

Summary

The meeting covered board refreshment, strong financial growth, and strategic focus on AI, recommerce, and acquisitions. All management proposals passed, while a shareholder proposal to lower the threshold for calling special meetings was not approved. Share buybacks and dividend increases were announced.

Operator

Ladies and gentlemen, thank you for standing by, and welcome to eBay's 2026 Annual Meeting of Stockholders. I would now like to turn the call over to your host, John Egbert, Vice President of Investor Relations. Mr. Egbert, please go ahead.

John Egbert
VP of Investor Relations, eBay

Good morning. I'm John Egbert, Vice President of Investor Relations at eBay. Thank you for joining us, and welcome to eBay Inc.'s 2026 Annual Meeting of Stockholders. There will be two parts to today's meeting. First, we will convene the official stockholders meeting. Second, management will provide an update, which will be followed by a question and answer session. In order to ensure the business of the meeting proceeds in an orderly fashion, we ask that you follow the meeting rules set forth in the rules of conduct, which are available on the meeting website. Available to answer questions 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 20th, 2026, 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 the 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 18th, 2026, 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 some non-GAAP financial measures when discussing the company's performance during the management update and 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 Pressler, Chair of the Board of Directors of eBay Inc. Paul?

Paul S. Pressler
Chair of the Board, eBay

Good morning, welcome to the 2026 Annual Meeting of Stockholders of eBay. I am Paul 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, Adriane Brown, Aparna Chennapragada, Carol Hayles, Shripriya Mahesh, Bill Nash, Zane Rowe, Brian Sharples, Mohak Shroff, and Perry Traquina. 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 the eBay 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 Gunstmer of PricewaterhouseCoopers LLP, the company's independent auditor, who is present and available to respond to appropriate questions. I want to take this opportunity to give a special thank you to Logan Green, an eBay director whose term is ending today. During his tenure, Logan has provided eBay with exceptional guidance, expertise, and insights. We thank him for his tremendous contributions. The board has a commitment to refreshment, we recently recruited an additional independent director, Brian Sharples. Brian enhances the board's composition with his proven technology expertise and significant experience building and scaling category-defining companies. 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 that 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
Senior Vice President, Chief Legal Officer, and Secretary, eBay

Thank you, Paul. I have an affidavit from Broadridge Financial Solutions establishing that notice of the annual meeting was duly given to stockholders of record as of the close of business on April 20, 2026. 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, has been appointed to act as the Inspector of Election 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've been informed by the Inspector of Election that a majority of the 444,781,681 shares of common stock outstanding on the record date of April 20, 2026, 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. Paul, we can proceed with the formal business of the meeting.

Paul S. Pressler
Chair of the Board, 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 20, 2026, 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 the presentation of the proposals for this annual 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 bylaws, there are four 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 statement to serve a one-year term until our 2027 annual meeting of stockholders, and until their successors are duly elected and qualified. The 11 director nominees are Adriane M. Brown, Aparna Chennapragada, E. Carol Hayles, Jamie Iannone, Shripriya Mahesh, William D. Nash, Paul S. Pressler, Zane C. Rowe, Brian H. Sharples, Mohak Shroff, and Perry M. Traquina. 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, 2026. 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 the consideration of a stockholder proposal by 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 thereof, now has four minutes to speak. I will now ask the operator to unmute the person's line.

John Chevedden
Shareholder, eBay

Hello, this is John Chevedden, proposal four, reasonable shareholder ability call for a special shareholder meeting. Shareholders ask our board of directors to take the necessary steps to amend the governing documents to give the owners of a combined 10% of outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting. There shall be no unnecessary poison pill type 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. Since 2022, this proposal topic has won more than 47% shareholder support three times without any special effort by the proponent. Meanwhile, eBay has made three special efforts against this proposal.

In a fair election, it appears that this proposal has already received majority votes three times. This greater than 47% support likely represents much more than 50% shareholder support from the eBay shares that have access to independent proxy voting advice, which gives these shareholders insight into both sides of this important issue. In considering the significance of repeated 47% votes, too little attention has been given to the free ride the companies have in shareholder elections. Typically, a company picks up free votes for its opposition to shareholder proposals from the shareholders who have the least incentive or the least opportunity to be informed about shareholder proposals. In considering the significance of repeated 47% votes, too little attention has also been given to the opportunity that companies use to include misleading statements in opposition to shareholder proposals.

There is a formal process to exclude misleading statements from shareholder proposals. No formal process to exclude misleading text from company opposition statements to shareholder proposals. eBay shareholders gave more than 47% support three times in spite of the misleading reasons eBay put in as repeated opposition. eBay submitted a May 14, 2026, EDGAR filing that could mean that eBay is paying Innisfree a proxy solicitation fee of $25,000 plus additional fees in an attempt to depress the votes of support for this Proposal Four. Why else would eBay need to pay $25,000 when there's nothing extraordinary about the 2026 eBay annual meeting ballot other than eBay's misplaced zeal to reduce the support for a popular shareholder proposal? The ultimate responsibility for this extraordinary eBay resistance to strong shareholder votes and fair eBay elections falls on Mr. Paul Pressler, Chair of the eBay Governance Committee.

Mr. Pressler thus deserves against votes. Please vote for a reasonable shareholder right to call for a special shareholder meeting, Proposal Four.

Paul S. Pressler
Chair of the Board, eBay

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. The polls will close momentarily. The polls are now closed. The secretary will now state preliminary voting results. Samantha?

Samantha Wellington
Senior Vice President, Chief Legal Officer, and Secretary, eBay

Thank you, Paul. The preliminary report of the Inspector of Election covering the proposals presented at this annual meeting is as follows. Each of the company's 11 director nominees has been duly elected by stockholders. The ratification of the appointment of PricewaterhouseCoopers LLP, as independent auditors of the company for the fiscal year ending December 31, 2026, has been approved. Named Executive Officer compensation has been approved on an advisory basis. The stockholder proposal on special meeting rights 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, eBay

That concludes the formal business of the annual meeting. 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 will 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. Six years ago, I returned to eBay as CEO with a vision to transform ourselves into a more focused, technology-driven marketplace, one that delivers long-term sustainable growth for our company, our customers, and our stockholders. Since then, we have taken deliberate steps to strengthen our foundation, sharpen our focus on enthusiast buyers and sellers, deepen inroads in focus categories, and build a more resilient, innovative, and nimble platform. This has generated total stockholder returns of nearly 208% since I became CEO through the end of May 2026. 2025 was no exception. Over the past year, we have continued to drive meaningful progress against our vision and delivered our strongest year of performance in recent history. We continue to execute against our strategy, grounded in delivering relevant experiences, scalable solutions, and magical innovations.

Most importantly, we've generated the strong momentum while continuing to position eBay for durable growth in the years ahead. Our teams have moved with speed and discipline. We've embedded AI across the marketplace to create more personalized, intuitive experiences, improve operational efficiency, and drive better outcomes for our customers. 30 years after our founding, our mission to connect people, build communities, and create economic opportunity for all continues to guide us. As of the end of Q1 2026, we now serve approximately 136 million active buyers around the world, with around 2.5 billion listings across more than 190 markets. Every day, eBay brings together enthusiasts from around the world to discover and trade billions of items in a trusted, seamless marketplace. Our first strategic pillar, relevant experiences, is centered around making eBay more personalized, intuitive, and trusted for both buyers and sellers.

As consumers increasingly prioritize value, authenticity, and discovery, we have continued to expand our focus categories and unlock more unique inventory, helping customers connect around the things they love and shop with confidence. In 2025, focus categories, along with consumer to consumer and recommerce, represented approximately two-thirds of our gross merchandise volume, or GMV, or more than $50 billion, underscoring the strength of our position in areas where we have focused our investments. Focus category GMV grew more than 12% for the full year and accelerated to over 16% in the fourth quarter. Collectibles was our largest growth driver, fueled by continued strength in trading cards and enhanced by innovations including bulk selling tools, authentication and grading, and AI-powered discovery and card pricing capabilities. Our card scanning experience alone has identified and priced more than 30 million cards as of the end of Q1 2026.

Motors parts and accessories also continued to deliver strong results, delivering its third consecutive year of mid-single-digit year-over-year GMV growth on an FX neutral basis. We ended 2025 with more than 800 million live listings globally within the category, as consumers increasingly turn to repair and maintenance purchases in a more value-conscious environment. At the same time, our vehicles platform is creating a seamless end-to-end experience for buying and selling vehicles, addressing an estimated $75 billion market opportunity in the U.S. alone. In fashion, which generated more than $10 billion in GMV globally in 2025, contributed meaningfully to growth through expanded authenticity offerings, technology-enabled discovery, and partnerships with leading brands. These categories create a powerful flywheel as consumers who shop in one category often expand into others, driving deeper engagement and increasing activity across the marketplace.

Our second pillar, scalable solutions, is focused on building the next generation of eBay through new experiences and value-added services that unlock incremental growth. Our scale, global reach, and decades worth of experience are major advantages as we further refine our infrastructure to power customer success. When our customers win, we win. In particular, eBay Live continues to gain momentum as an interactive global shopping platform now available in seven countries. Our growth engines are supported by the strength of our core platform, including advertising, payments, and shipping. Advertising reached approximately $2 billion in annual revenue in 2025. Our seller capital program surpassed $1 billion in cumulative capital deployed. We also expanded flexible payment options through Klarna, Riverty, and Venmo, and strengthened our cross-border shipping capabilities with eBay International Shipping in Canada and SpeedPAK in Germany, helping to drive conversion and support global trade.

Our third pillar, magical innovations, is where we are bringing together technology, community, and discovery in distinctly eBay ways. The next generation of our Magical Listing experience is transforming how inventory comes to the platform, using a smartphone camera and AI to guide listing creation. This has led to an increase of more than 50% in new listing creation rates and significant improvements in seller productivity and satisfaction for those using the tool. For our sellers, these AI-powered tools are helping to democratize e-commerce, enabling individual sellers and small businesses to compete with large-scale business on a more level playing field. Beyond the customer experience, we're applying AI technology to improve operations, enhance customer support, and empower our teams to unlock new levels of productivity, quality, and innovation across eBay.

Together, these innovations are making eBay more efficient and engaging, positioning us to better anticipate our customers' needs and deliver meaningful outcomes. Now let's turn to our financial performance. In 2025, we delivered strong and durable growth across the business. GMV reached approximately $80 billion, growing nearly 6% year-over-year on an FX neutral basis, with U.S. GMV up nearly 10%. Revenue grew nearly 7% year-over-year to $11.1 billion. At the same time, we maintained operational discipline with non-GAAP operating income increasing approximately 7% to nearly $3.1 billion. Diluted non-GAAP earnings per share for 2025 grew 13% year-over-year to $5.49, marking our second consecutive year of double-digit earnings growth. These numbers are based on recast financials reflecting the retrospective adoption of our new accounting standard.

We also continued our track record of returning capital to stockholders with approximately $3 billion returned through share repurchases and dividends in 2025, and more than $20 billion returned to our stockholders during my tenure as CEO. Earlier this year, we announced an additional $2 billion in share repurchase authorization, along with an increase in our quarterly dividend. These results reflect the strength of our strategy, the discipline of our execution, and the continued momentum across our marketplace. Our flywheel is showing clear success as we continue to grow our focus categories and expand new capabilities across the marketplace. We're building upon our strengths, and we are well-positioned as we look ahead to the rest of 2026, with our current outlook showing a fourth consecutive year of accelerating GMV and revenue growth.

Our mission to connect people, build communities, and create economic opportunity for all extends beyond our marketplace and into the communities we serve around the world. In 2025, our global community raised nearly $198 million through eBay for Charity, bringing the total funds raised since 2003 to more than $1.7 billion. This reflects the generosity and impact of our buyers and sellers supporting causes that matter most to them. The eBay Foundation also granted over $17 million in 2025, primarily to nonprofit organizations focused on inclusive entrepreneurship, bringing total giving to more than $150 million since its founding in 1998. Through these efforts, we are helping expand access to opportunity, support small businesses, and strengthen communities globally, reinforcing eBay's unique role as both a marketplace and a platform for impact.

Recommerce remains central to eBay's identity and long-term growth, and it is a powerful driver of our environmental and social impact. In 2025, pre-owned and refurbished goods represented more than 40% of our GMV, reflecting continued consumer demand for value, selection, and more sustainable ways to shop. Additionally, small businesses contributed approximately 70% of our GMV in our three largest markets by demand. Over the past five years, recommerce on eBay has helped avoid nearly 8.2 million metric tons of carbon emissions and diverted more than 360,000 metric tons of waste from landfills. We also continue to support our operations with 100% renewable energy across eBay-controlled facilities and remain on track to achieve our 2045 net zero emissions goal. These achievements reflect our commitment to building a more sustainable and responsible marketplace.

After more than 30 years of serving our global community of buyers and sellers, our purpose and direction remains as clear as ever. We continue to lean into enthusiast categories and recommerce, areas where long-term consumer trends continue to support our differentiated model, while also expanding into new growth opportunities like eBay Live and Vehicles. We are strengthening our platform through targeted acquisitions, including Caramel, Tise, and the pending Depop acquisition, which would expand our capabilities, deepen our reach with younger consumers, and further reinforce our leadership in recommerce and circular fashion. As we grow and execute against our strategy, our culture remains a key part of our success. We deliver our best results by listening to our customers, collaborating across teams, taking ownership, and innovating boldly and responsibly to deliver long-term value. We enter 2026 with a clear pathway for continued value creation.

Supported by a strong leadership team and a highly engaged board, we are building a more focused, technology-enabled marketplace positioned at the intersection of recommerce and enthusiast-driven commerce. We're investing in the areas where we have a clear right to win, and we are confident in our continued ability to do just that. Our mission has guided us for over 30 years, but we believe the opportunity ahead is even greater as consumer demand for value, trusted, and unique inventory and recommerce continues to grow around the world. I want to thank our employees around the world for their dedication and execution, and our buyers and sellers for the trust they place in eBay every day. To our stockholders, thank you for your investment, continued support, and confidence in our strategy. With that, I'll turn it back to John for questions.

John Egbert
VP of Investor Relations, eBay

Thanks, Jamie. We will now proceed to answer submitted questions. We will try to answer as many as possible in the time allocated for the question and answer session. Only appropriate questions relevant to eBay's business or the business of this meeting will be addressed in accordance with the rules of conduct. If we do not get to your question and it is in accordance with the rules of conduct, please reach out to us through the contact form at investors.ebayinc.com. The first question asks about the results of the vote on Proposal four. I'll hand that off to Samantha.

Samantha Wellington
Senior Vice President, Chief Legal Officer, and Secretary, eBay

Thank you, John. Thank you for the question. As we noted earlier, the stockholder proposal on special meeting rights has not been approved. The final voting results are going to be published in a current report on Form 8-K that we do expect to file with the SEC within four business days of this annual meeting.

John Egbert
VP of Investor Relations, eBay

Thanks, Samantha. The next question is from a shareholder about eBay's response to sales shifting to competing marketplaces that have improved their respective platforms. Jamie, would you like to answer that?

Jamie Iannone
President and CEO, eBay

Sure, John. We're really pleased with our recent growth. GMV has accelerated for three consecutive years, and we've got into a fourth. We believe we're holding or taking segment share in our focus categories, and we're seeing healthy growth in our consumer-to-consumer, our C2C GMV growth. We're also seeing recommerce continue to grow in mix, and these strategic priorities now make up 70% of our total GMV and are growing in the double digits year-over-year. This is the strongest our marketplace has been in many years, and I'm even more confident in the path ahead.

John Egbert
VP of Investor Relations, eBay

Thanks, Jamie. The next question is, does eBay plan share buybacks in 2026, and how much? Jamie, would you like to answer that?

Jamie Iannone
President and CEO, eBay

I can take that. As we noted in our Q1 2026 earnings, we plan to repurchase approximately $2 billion worth of eBay shares in 2026.

John Egbert
VP of Investor Relations, eBay

Thank you. No more relevant and appropriate questions have been submitted, we'll now conclude the question and answer portion of our meeting. If you feel we skipped your question in error, please contact eBay Investor Relations so we can get back to you. eBay Inc.'s 2026 Annual Meeting of Stockholders is now completed. Thank you for joining us today.

Operator

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