Anexos

Autor:Iñigo Zavala Ortiz De La Torre
Páginas:443-453
 
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Anexo número 1 Preliminary proxy card (tarjeta de delegación) de ebay

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Tableof Contents

EBAY INC. ANNUAL MEETING OF STOCKHOLDERS

YOURVOTE IS IMPORTANT.

SIGN, DATE, MARK, AND RETURN YOUR WHITE PROXY TODAY, UNLESS YOU HAVE VOTED BY INTERNET OR TELEPHONE.

IF YOU HAVE NOT VOTED BY INTERNET OR TELEPHONE,

PLEASE SIGN, DATE, MARK, AND RETURN THIS PROXY PROMPTLY.

YOUR VOTE, WHETHER BY INTERNET OR TELEPHONE, MUST BE RECEIVED NO LATER

THAN 11:59 P.M., EDT, ON (MONTH DAY), 2014, TO BE INCLUDED IN THE VOTING

RESULTS.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING: THE NOTICE AND PROXY STATEMENT AND ANNUAL

REPORT ARE AVAILABLE AT WWW.EBAY.COM/XXX

IF YOU HAVE NOT VOTED VÍA THE INTERNET OR TELEPHONE, DETACH ALONG THE PERFORATIC SIGN, DATE, MARK, AND RETURN THE BOTTOM PORTION USING THE ENCLOSED ENVELOPE.

WHITE PROXY CARD

eBay Inc.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON (MONTH DAY), 2014

The undersigned hereby appoints JOHN J. DONAHOE, ROBERT H. SWAN, 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., a Delaware Corporation, to be held on (___day), (Month Day), 2014, at

(___) a.m. Pacific time at Town Square, 2161 North First Street, San José, California for the purposes listed on the reverse side and at any and all adjournments and postponements 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

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side, with discretionary authority as to any and all other matters that may properly come before the meeting or any adjoumment or postponement thereof.

The undersigned hereby revokes any proxy heretofore given to vote said shares, and hereby ratifies all that said proxies may do at the Annual Meeting or any adjoumment or postponements thereof.

If this proxy is signed and returned, it will be voted in accordance with your instructions. If you do not specify how the proxy should be voted, this proxy will be voted "FOR" each of the nominees listed in Proposal 1, "FOR" Proposals 2, 3 and 4, and "AGAINST" Proposals 5 and 6.

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

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

Anexo número 2

Requisitos de independencia exigidos a los consejeros de las compañías que cotizan en el NYSE.

NYSE, Listed Companies Manual. «303A.02. Independence Tests»:

In order to tighten the definition of "independent director" for purposes of these standards:

(a)(i) No director qualifies as "independent" unless the board of directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

(ii) In addition, in affirmatively determining the independence of any director who will serve on the compensation committee of the listed company's board of directors, the board of directors must consider all factors specifically relevant to determining whether a director has a relationship to the listed company which is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

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(A) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the listed company to such director; and

(B) whether such director is affiliated with the listed company, a subsidiary of the listed company or an affiliate of a subsidiary of the listed company.

Disclosure Requirement: The listed company must comply with the disclosure requirements set forth in ítem 407(a) of Regulation S-K.

(b) In addition, a director is not independent if:

(i) The director is, or has been within the lastthree years, an employee of the listed company, or an immediate...

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