EBAY » Topics » In Witness Whereof

This excerpt taken from the EBAY 10-Q filed Jul 27, 2005.
In Witness Whereof, this Amended and Restated Certificate of Incorporation of eBay Inc. has been signed and attested as of this 23rd day of June, 2005.
/s/ MARGARET C. WHITMAN
 
Margaret C. Whitman,
  President and Chief Executive Officer
Attest:
/s/ MICHAEL R. JACOBSON

Michael R. Jacobson, Secretary

This excerpt taken from the EBAY DEF 14A filed May 16, 2005.
In Witness Whereof, this Amended and Restated Certificate of Incorporation of eBay Inc. has been signed and attested as of this            day of June, 2005.
 
Margaret C. Whitman,
  President and Chief Executive Officer
Attest:

Michael R. Jacobson, Secretary

B-3


Table of Contents

eBay Inc.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 23, 2005

     The undersigned hereby appoints MARGARET C. WHITMAN, RAJIV DUTTA AND MICHAEL R. JACOBSON, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all shares of stock of eBay Inc. that the undersigned may be entitled to vote at the Annual Meeting of Stockholders of eBay Inc. to be held on June 23, 2005, at 8:00 a.m. Pacific time at the Silicon Valley Conference Center, El Camino Room, 2161 N. First Street, San Jose, California 95131 for the purposes listed on the reverse side and at any and all continuations and adjournments of that meeting, with all powers that the undersigned would possess if personally present, upon and in respect of the instructions indicated on the reverse side, with discretionary authority as to any and all other matters that may properly come before the meeting.

PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE THAT IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.

 

 


Table of Contents

(EBAY LOGO)

eBay Inc.
2145 HAMILTON AVE.
SAN JOSE, CA 95125

VOTE BY INTERNET – www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions provided.

ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by eBay Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.

VOTE BY PHONE – 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern time the day before the meeting date. Have your proxy card in hand when you call and follow the simple instructions the Vote Voice provides to you.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return to eBay Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.



      

      

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:   EBAY03   KEEP THIS PORTION FOR YOUR RECORDS
 
      DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

eBay Inc.

Vote on Directors
The Board of Directors recommends a vote “FOR” the listed nominees.

1.   Election of four directors to hold office until our 2008 Annual Meeting of Stockholders.
Nominees: 01) Fred D. Anderson, 02) Edward W. Barnholt, 03) Scott D. Cook and 04) Robert C. Kagle

Vote on Proposals

                 
The Board of Directors recommends a vote “FOR” Proposals 2, 3 and 4.   For   Against   Abstain
2.
  To approve our eBay Incentive Plan in order to qualify it under Section 162(m) of the Internal Revenue Code.   o   o   o
               
3.
  To approve an amendment to our Certificate of Incorporation to increase the authorized number of shares of common stock from 1,790,000,000 to 3,580,000,000 shares.   o   o   o
               
4.
  To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending December 31, 2005.   o   o   o
             
For
All
  Withhold
All
  For All
Except
  To withhold authority to vote, mark “For All Except” and write the nominee’s number on the line below.
 
           
o
  o   o    
         
                 
The Board of Directors recommends a vote “AGAINST” Proposals 5 and 6.   For   Against   Abstain
 
               
5.
  Stockholder proposal regarding granting of performance-vesting shares to senior executives.   o   o   o
               
6.
  Stockholder proposal regarding the voting standard for director elections.   o   o   o


         
  Yes   No
HOUSEHOLDING ELECTION – Please indicate if you consent to receive certain future investor communications in a single package per household.
  o   o

   
Signature [PLEASE SIGN WITHIN BOX] Date
   
Signature (Joint Owners) Date

 

 

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