This excerpt taken from the EBAY DEF 14A filed May 16, 2005.
Management Statement in Opposition to Stockholder Proposal
In March 2005, after the United Brotherhood of Carpenters Pension Fund had submitted its proposal for inclusion in this proxy statement, the Fund and representatives of several other building trades unions formed a working group with representatives of ten public companies to study the feasibility of using the majority vote standard for director elections. The working group members have stated their intent to prepare a report on the majority-vote standard prior to the 2006 proxy season. The American Bar Association has also recently announced the formation of a task force to study whether to recommend a change from the plurality vote standard to the majority vote standard in the ABAs Revised Model Business Corporation Act, which state lawmakers look to as a reference in drafting state corporate laws.
While we share the proponents goals of fair elections and strong corporate governance, we do not believe that adopting a new standard for the election of our directors before the proponents working group and the ABA task force have issued their findings is in the best interest of eBay or its stockholders. The proposed change does not require urgent action. The stockholders of almost all of the largest corporations in America currently elect their directors by plurality vote, and the rules governing plurality voting are well understood. Had the proposed standard been in effect in past years, it would not have changed the outcome of any of our director elections since eBay has been a public company, each director nominee has received the affirmative vote of more than 95% of the shares voted through the plurality process.
eBay remains open to the possibility of amending its director election procedures to provide for a majority voting standard if a consensus emerges on the best corporate governance practice in this area. We look forward to reviewing the reports of the proponents working group and the ABA task force on this issue, but we do not believe that eBay and its stockholders are best served by adopting a change prematurely.