EBAY INC. | Limit Executive Compensation at eBay Inc.

Status
10.07% votes in favour
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
EBAY
Lead filer
Individual
Resolution ask
Report on or disclose
ESG theme
  • Governance
ESG sub-theme
  • Remuneration or pay
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
Resolved: stockholders recommend that eBay Inc. improve the executive compensation program to include the CEO pay ratio factor.
Whereas clause
eBay’s 2020 Proxy Statement incorrectly claims that “In 2019, our stockholders once again overwhelmingly approved our executive compensation program through the ‘say-on-pay’ vote, with approximately 90% of the votes cast in favor.” (p. 51). In fact, the voting results are: 496,131,141 Votes For, 65,463,448 Votes Against, 712,812 Abstentions, 53,404,477 Broker Non-Votes (https://d18rn0p25nwr6d.cloudfront.net/CIK-0001065088/89d5d9f4-249c-4afe-a711-f2b61d0dcceb. pdf). Only 88% voted for (far below the usual 95% level), and 12% voted against (far above the usual 5% level) eBay’s executive compensation program. The negative votes jumped 71% from 7% in 2018 and 2017 (2020 Proxy Statement p. 51).



Section 953(b) of the Dodd-Frank Act directed the SEC to amend Item 402 of Regulation S-K to require each company to disclose the annual total compensation of the CEO, the median of the annual total compensation of all employees (except the CEO), and the ratio of these two amounts (CEO pay ratio). eBay’s CEO pay ratio is 135 to 1 in 2019 (Ibid p. 85). The executive compensation program lists four goals (Ibid p. 49) and five points of discussion and analysis (Ibid p. 52) without any consideration of the CEO pay ratio factor.



There is no rational methodology or program to decide the executive compensation. For example, Twitter’s CEO pay ratio is less than 0.001:1 in 2018 and 2019, Amazon’s CEO pay ratio is 58:1 in 2018 and 2019. JCPenney’s alarming CEO pay ratio 1294:1 in 2018 is the main cause to its bankruptcy. The executive compensations of big Japanese and European companies are much less than big American companies.



The world has changed. America’s ballooning executive compensation is no longer sustainable for the economy. Reducing the CEO pay ratio should be included to the executive compensation program consideration. The Compensation Committee has the flexibility to include other social and economic factors, especially under the current social and economic crisis.”

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Universities Superannuation Scheme - USS Against After careful consideration, we do not believe the proponent's resolution is in the best interests of shareholders.

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.