eBay Inc. (EBAY)
NASDAQ: EBAY · Real-Time Price · USD
100.29
+2.35 (2.40%)
At close: Apr 27, 2026, 4:00 PM EDT
100.50
+0.21 (0.21%)
After-hours: Apr 27, 2026, 6:19 PM EDT
← View all transcripts

AGM 2023

Jun 21, 2023

Operator

Ladies and gentlemen, thank you for standing by, and welcome to eBay's 2023 Annual Meeting of Stockholders. I would now like to turn the meeting over to your host, John Egbert, VP of Investor Relations. Mr. Egbert, please go ahead.

John Egbert
VP of Investor Relations, eBay

Good morning. I'm John Egbert, VP of Investor Relations at eBay. Thank you for joining us. Welcome to eBay Inc.'s 2023 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, which are available on the meeting website. Available to answer questions today are Paul Pressler, Chair of the Board, Jamie Iannone, President and CEO, Steve Priest, CFO, and myself. You may submit 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 proper questions as described in more detail in the rules of conduct. Stockholders, as of April 24, 2023, 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. 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 those discussed 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 its quarterly reports on Form 10-Q. Please also note that we may discuss some non-GAAP financial measures when talking about 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 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
Chairman of the Board, eBay

Great. Thank you, John. Good morning, and welcome to the 2023 Annual Meeting of the Stockholders of eBay. I'm 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, Logan Green, E. Carol Hayles, Shripriya Mahesh, Mohak Shroff, and Perry Traquina. All of our directors are present. In addition to Mr. Iannone, the members of the management team of the company in attendance who will present today are Marie Oh Huber, our Senior Vice President, Chief Legal Officer, General Counsel, 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 Steve Priest, our chief financial officer. I would also like to recognize Christopher Stevens and Stella Xu of PricewaterhouseCoopers LLP, the company's independent auditor, who is available to respond to appropriate questions. I want to take this opportunity to give a special thank you to Bob Swan, an eBay director whose term is ending today, and Katie Mitic, previously our longest-tenured director, who we bid farewell to in 2022. During their 10 years, Katie and Bob have provided eBay with exceptional guidance, expertise, and insights. We thank them for their tremendous contributions. The board has a commitment to refreshment, and we recently recruited two additional independent directors, Aparna Chennapragada and Shripriya Mahesh, who further enhance the board's composition and bring skills complementary to eBay's strategic vision.

We now turn to the formal part of our meeting. 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 web 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. Marie?

Marie Oh Huber
SVP, Chief Legal Officer, General Counsel, 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 24th, 2023. 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 476,906,522 of the 534,503,131 shares of common stock, outstanding on the record date of April 24, 2023, which represents 89% of the total number of outstanding shares, 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
Chairman of the Board, eBay

Thanks, Marie. I hereby declare this annual meeting to be duly constituted for the transactions of all business. Before we begin, I would like to remind you that stockholders as of April 24, 2023, 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 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 seven proposals to be considered by stockholders at this annual meeting.

The first item of business today is the election of nine directors named in our proxy statement to serve until our 2024 annual meeting of stockholders and until their successors are duly elected and qualified. The nine director nominees are Adriane M. Brown, Aparna Chennapragada, Logan D. Green, E. Carol Hayles, Jamie Iannone, Shripriya Mahesh, Paul S. Pressler, Mohak Shroff, and Perry M. Traquina. As described in the proxy statement, the board recommends that stockholders vote in favor of each of the nine 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, 2023. 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.

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 vote on an advisory basis on how frequently we should seek an advisory vote on the compensation of our named executive officers. As described in the proxy statement, the board recommends that stockholders vote for a frequency of one year for this proposal. The fifth item of business today is to approve the amendment and restatement of the eBay's Equity Incentive Award Plan, including to increase the available shares of eBay common stock under the plan by an additional 30 million shares. As described in the proxy statement, the board recommends that stockholders vote in favor of this proposal.

The sixth item of business today is to approve the amendment of our Certificate of Incorporation to provide officers of the company with protection from liability to the fullest extent permitted by law. As described in the proxy statement, the board recommends that stockholders vote in favor of this proposal. Seventh final item of business today is the consideration of a stockholder proposal from John Chevedden, requesting that the board take the steps to reduce the ownership requirement for shareholders to call a special meeting. The stockholder who made the proposal, or his representative, now has four minutes to speak. I will now ask the operator to unmute that person's line.

John Chevedden
Shareholder, eBay

Hello, this is John Chevedden. Proposal 7, special shareholder meeting improvement. Shareholders ask our board to take the steps necessary to amend the governing documents to give the owners of a combined 10% of our standing common stock the power to call a special shareholder meeting. This proposal includes that the company disclose in the EDGAR filing that reports the 2023 voting results, how much extra money the board spent in 2023 to try and 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 that 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'd be hopeless to think that the 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. It goes downhill from here. Shares that are not held long, net long, are excluded. Thus, shareholders who own 20% of eBay stock, that equals 25% of the stock, the votes at the annual meeting could determine that they own 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 for 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 the realistic plan B option of calling for a special shareholder meeting. eBay shareholders gave 48% support to the 2022 shareholder proposal on this same topic.

This 48% support likely represented more than 51% support from the shares that have access to independent proxy voting advice. The 48% support in 2022 would likely have exceeded 51% support if eBay management had not gone to the corporate war chest, as done again in 2023, and flood 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 two-yard line, and the eBay board was playing defense due to its own selfish reasons. Please vote yes to push this proposal past the two-yard line. Special Shareholder Meeting Improvement, Proposal 7.

Paul S. Pressler
Chairman of the Board, eBay

Thank you, John. 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. Shareholders 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. Marie?

Marie Oh Huber
SVP, Chief Legal Officer, General Counsel, and Secretary, eBay

The preliminary report of the Inspector of Election covering the proposals presented at this annual meeting is as follows: Each of the company's nine 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, 2022, has been approved. Named Executive Officer compensation has been approved on an advisory basis. A frequency of one year for our say on pay votes has been indicated on an advisory basis. The amendment and restatement of the eBay Equity Incentive Award Plan has been approved. The amendment to the Certificate of Incorporation has been approved. The stockholder proposal on special meeting rights has not been approved.

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

Paul S. Pressler
Chairman of the Board, eBay

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

Jamie Iannone
President and CEO, eBay

Thank you, Paul and Marie. Thank you to our stockholders joining us today. I appreciate the opportunity to talk with you about the progress we are making on our strategy at eBay. We delivered another year of strong results in 2022. Over the past few years, we've transformed our marketplace with innovative products, tools, and services to better serve our sellers and buyers. Throughout it all, I've been inspired by how our team continues to deliver in incredible ways for our customers, our communities, and for you, our stockholders. Our strategy continues to center around the success of our sellers and buyers, because first and foremost, eBay is a platform built for customer empowerment. We don't compete with our sellers. Instead, we partner with them, and when we deliver an innovative, trusted, and frictionless experience, all of our customers win.

We continue to prioritize the opportunity in our focus categories, non-new and seasoned items, and game-changing experiences to delight our customers. As a result, we made significant progress toward our long-term objectives over the course of the year. I'd like to share some of our most impactful achievements from last year. Our focus categories continue to fuel underlying growth, especially with new advancements in some of our largest focus categories. It's important to note the vast majority of our 16 million enthusiast buyers shop in focus categories, spending approximately $3,000 per year on average. Once these buyers shop in one category, they go on to shop additional categories across the marketplace. In 2022, we leaned into this unique dynamic of our platform, building a more modern experience to appeal to enthusiasts, especially the next generation.

In motors parts and accessories, or P&A, we improved fitment capabilities, making it easier for our customers to find the right parts to meet their automotive needs, which helped accelerate growth in this category. We extended our leading authentication services to more categories, like trading cards and fine jewelry, and we opened authentication centers for handbags in more countries. We launched the eBay Vault as a secure place for enthusiasts to store and digitally transact valuable items. In our effort to make eBay the number one destination for collectors to connect and trade, we made several strategic investments and built new capabilities. We acquired KnownOrigin, an NFT platform, in the second quarter of 2022, and in the third quarter, we acquired TCGplayer, a trusted marketplace for collectible card game enthusiasts.

With its customer base of 800,000 hobbyists, TCGplayer strengthens our position in the collectibles category. We debuted live commerce on our platform last year and introduced the eBay Live Hub. All of these features come together to create a compelling destination for our enthusiast customers, offering access to one-of-a-kind inventory and like-minded communities across the world. In 2022, about one-fifth of our GMV was facilitated through cross-border trade. With the launch of eBay International Shipping, we made it easier for sellers to reach even more buyers. By handling customs forms, coordinating duties with buyers, and intermediating returns, we have made cross-border trade more seamless and cost-effective for sellers and buyers.

We're leaning into one of the great elements on eBay, our global scale, with over 130 million buyers, 1.7 billion listings, and more than 190 markets around the world. We continued to expand our ads and financial service offerings on behalf of our customers, including scaling and optimizing our Promoted Listings products, which drove accelerated advertising growth. We've seen improved search results and more accurate ad rate recommendations through our AI innovations, which help drive adoption and increase listing conversion rates. We also launched Quick Setup for Promoted Listings Advanced, a one-click campaign creation solution for sellers, where eBay automates and optimizes many of the elements of the ad campaigns. Additionally, we're providing more choices to our customers and increasing trust between sellers and buyers by removing transactional friction through our payments platform.

For buyers, we've simplified cross-currency transactions and introduced new forms of payments, like Klarna and Zip, as well as split payments for high-value items. We've also expanded services for sellers with on-demand payouts and seller financing options in select markets. Overall, new payment services are delivering better customer experiences, and the pace of innovation has put us on track to deliver our goal of $300 million in incremental revenue from these services by 2024. At the same time, our product and technology teams are innovating on behalf of our customers. By using deep learning models, we created a better search experience, enabling buyers to find relevant items faster. We improved our tech velocity and retired legacy technology as we've leveraged our global scale.

As a result of these efforts, our AI innovations can now better understand buyers' purchasing intent, driving increased conversion in search and generating incremental GMV for eBay. Our continued focus on innovative technology is helping us to create magical, best-in-class experiences for both our sellers and buyers. Now, let's take a look at our financial results for fiscal year 2022. Last year, we achieved meaningful progress toward our long-term strategy, and our results demonstrate our financial resilience. We generated approximately $74 billion in GMV and delivered a full-year non-GAAP operating margin of 30%, despite facing an incredibly challenging and dynamic macro environment. In addition, we generated nearly $2.2 billion of free cash flow and returned over $3.6 billion to stockholders through repurchases and dividends, equal to nearly 170% of our free cash flow.

Overall, we've laid the foundation for long-term sustainable growth through the combination of our innovations, careful cost discipline, and our world-class leadership team. Our purpose is to connect people and build communities to create economic opportunity for all. I'm constantly inspired by our customers' entrepreneurial visions and incredible dedication. In our recent small business report, we found that 95% of sellers rely on eBay for their business, with nearly a third reporting that their businesses wouldn't exist without our marketplace. In addition, 71% of sellers said that eBay helped them start their business, and our sellers tell us that we stand apart. 83% said that eBay is unique among online marketplaces. We continue to do more to help our sellers succeed. In 2020, we began our Up & Running program in partnership with Hello Alice to help online small businesses.

Through 2022, we've granted $1.5 million in funding to 150 small business sellers across the U.S., enabling these sellers to scale their businesses and to thrive. We know that we only succeed when our community succeeds, our community outreach goes beyond our marketplace, extending into all the communities where we work, live, sell, and buy. In 2022, our community raised a record $163 million through eBay for Charity, a 12% increase over the previous year. The incredible generosity of our customers has served over 114,000 charities and nonprofits globally, totaling over $1.25 billion since we started the program in 2003.

In addition, the eBay Foundation continues to support organizations addressing and removing barriers to entrepreneurship and supports our employees in their giving and volunteering efforts. Last year, the eBay Foundation launched our Changemakers program to catalyze employee volunteering around the world. During 2022, the foundation granted nearly $23 million, primarily to nonprofit organizations supporting historically excluded entrepreneurs. That figure includes $3.6 million in matching gifts from employee donations and volunteer hours. To date, the eBay Foundation has granted more than $100 million to more than 1,800 nonprofits worldwide. During moments of extreme global crises, we meet urgent community needs. For example, with the Ukraine war impacting so many, eBay for Charity U.K. raised more than $1 million in Ukraine-focused funds, and we created programs through our customer service teams that support migrants with eBay employment opportunities.

We are committed to empowering our entire community, which means we must provide equitable opportunities for success. DE&I is core to who we are as a company and as a marketplace. Our strategy here addresses both individual needs and the larger role we can play in driving systemic change. While we know we have more work to do, we're continuing to build a richly diverse, truly equitable and fearlessly inclusive community and marketplace. In our recent DE&I report, we shared that we've seen a steady increase in the number of women and underrepresented minorities in all levels and roles since 2020, with women now representing 42% of our global workforce. I'm proud of this growth, and to report eBay's gender pay equity is at 100% globally. We also assess the impact of our company on our community and planet.

This helps promote sustainability and delivers more overall value to our stockholders. As the pioneer of recommerce, sustainability has always been central to who we are as a company. In 2022, our marketplace generated $4.6 billion in positive economic impact through the sale of pre-loved and refurbished goods. We helped avoid 1.6 million metric tons of carbon emissions and kept 73,000 metric tons of waste from going into landfills. Our 2022 recommerce report found that 90% of those surveyed are engaged in buying pre-owned and that Gen Z are avid consumers of recommerce. This positions us well as we continue to pave the way as an industry leader, enabling economic empowerment and sustainability through our platform. We also consider the impact within our own office walls.

We've been carbon neutral since 2021, and we remain committed to reducing 90% of carbon emissions from our operations by 2030 versus our 2019 baseline, as well as powering our offices and data centers with 100% renewable energy by 2025. We've also set a goal to reduce value chain emissions from downstream transportation and distribution by 20% by 2030 versus our 2019 baseline. As a result, I'm proud that for the fourth year in a row, eBay was included in the Dow Jones Sustainability World and North American Indices. We were also included in CDP's A List for 2022, which recognizes companies leading the way in transparency and performance on climate change.

We were ranked in the U.S. Environmental Protection Agency's Green Power Partnership, National Top 100 and Top 30 Tech and Telecom for the third year. These inspire us to do even greater things in the future. 2022 was another transformative year for eBay. We made significant progress on our strategy and delivered meaningful results. We've seen strong momentum from our strategic investments, including focus categories, payments, advertising, and our innovative experiences. Looking ahead, I'm excited by the opportunities we have to deliver for our customers and for you, our stockholders. Thank you for your continued support. With that, I'll conclude my remarks and 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 20 minutes set aside 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, please reach out to us through the contact form at investors.ebayinc.com. The first question relates to the new Securities and Exchange Commission disclosure requirements surrounding compensation actually paid and pay for performance. Have these disclosures provided the compensation committee insights as regards possible plan design changes in terms of the mix of equity compensation, financial and qualitative performance metrics, or the target compensation levels for executives? Paul, would you like to take this question?

Paul S. Pressler
Chairman of the Board, eBay

Yeah, sure. Thank you for the question. The new disclosures we were required to make this year really highlights the alignment between our program and shareholder interests. The compensation actually paid, as shown in our disclosure, moved with the change in our stock price. This is really consistent with our compensation design and philosophy of paying for performance. I wouldn't say this view is new for the committee, but we're constantly reviewing our program and continuously taking information to check and see if there's other opportunities for us to even better align. Of course, this includes feedback from all of our investors.

John Egbert
VP of Investor Relations, eBay

... Great. The second question I will read is exactly as written. According to eBay's human rights policy statement, eBay respects workers' right to unionize and commit to bargain in good faith with any relevant associations or labor unions. Management at TCGplayer, a recent eBay acquisition, has so far refused to come to the bargaining table after an overwhelming vote in favor of unionizing by its Authentication Center staff. Why is a company owned by eBay allowed to do this? Marie, would you mind taking this one?

Marie Oh Huber
SVP, Chief Legal Officer, General Counsel, and Secretary, eBay

Sure. Thank you for the question. We respect our employees' right to make a free and fair choice of choosing or declining union representation. On March 10th, the NLRB supervised an election among the Syracuse-based TCGplayer Authentication Center employees. Before the election, the NLRB deferred deciding whether certain job classifications should be eligible to vote until after the election. After the election, TCGplayer filed objections and then asked the NLRB in Washington, D.C., to review the circumstances of the election. We're waiting for a decision from the NLRB. We share a commitment with TCGplayer to protect and empower our employees' rights through a free and fair election.

John Egbert
VP of Investor Relations, eBay

Thanks, Marie. At this time, no more appropriate questions have been submitted, so we'll now conclude the question and answer portion of our meeting. If you feel we've skipped your question in error, please contact eBay Investor Relations so we can get back to you. eBay Inc.'s 2023 annual meeting of the stockholders is now completed. Thank you for joining us today.

John Chevedden
Shareholder, eBay

This now concludes the meeting. Thank you for joining, and have a pleasant day.

Operator

The host has ended this call. Goodbye.

Powered by