Exhibit 99.6
Blog Post
eBays Preliminary Proxy Issued
eBay filed its preliminary proxy statement today in advance of the companys annual stockholders
meeting on April 29.
At first look, I see two noteworthy aspects to it: first, proxies always generate interest in
executive pay at any publicly traded company, and reading the footnotes in a proxy always is a must
to understand the full story. Thats certainly true this year with eBay, because at first glance it
seems like CEO John Donahoe and CFO Bob Swan were the only executives to receive a bonus in 2008,
when other executives listed in the proxy got zero. However, in looking at the footnotes, no eBay
executive officers received bonuses in 2008, based on the companys performance. Payments shown for
John and Bob actually are part of special retention bonuses they were given when hired by the
company (again, its all in the footnotes).
Also, as required by the SEC, the proxys summary compensation table would, at first look, seem
to the reader that Johns stock options vested about $6.4 million in real value in 2008. But again,
read the footnotes for more color. It turns out that this $6.4 million figure represents the
accounting value attributed to Johns stock option grants based on the fair value of each of these
option grants at the time they were made over the last several years. This amount doesnt reflect
that the fact that these options are significantly underwater and actually brought no true value
to John or the company. These options have exercise prices that range from $24.93 to $39.90 per
share, compared to eBays closing price per share of $13.96 on Dec. 31, 2008 (and $10.43 last
Friday). So those options are significantly underwater, which leads me to the second noteworthy
item.
The company is asking stockholders to approve amendments to some of its stock plans that would
permit an option-for-restricted stock units exchange program for eBay employees. That means
employees who have options that are significantly underwater may have the opportunity to trade them
in for restricted stock units, realigning the potential value of their stock awards in light of
current market conditions. Im sure thats good news for many eBay employees, just like at other
companies that have announced similar programs. John and other named executive officers, as well as
the companys board members, wont be able to participate. All the details are in the proxy, which
can be found here.
Like I said on Friday, eBay Inc. is a public company and, as such, must comply with SEC
regulations. As a result, every time I write something publicly here on the blog regarding the
option exchange, I have to include the below copy and eBay has to file my communication with the
SEC. That said, I will leave comments open on this post, however, I will not be able to answer
questions without a) including the below copy and b) filing my response with the SEC.
Cue the bolded, italicized legal copy now.
Cheers,
RBH
The option exchange described in this posting has not yet commenced. eBay will file a Tender Offer
Statement on Schedule TO with the Securities and Exchange Commission (SEC) upon the commencement of
the option exchange. Persons who are eligible to participate in the option exchange should read the
Tender Offer Statement on Schedule TO and other related materials when those materials become
available, because they will contain important information about the option exchange.
In connection with the proposal to be voted on by eBays stockholders with respect to the amendment
of certain eBay equity incentive plans to permit the option exchange discussed in this posting,
eBay has filed a preliminary proxy statement with the SEC and intends to file other relevant
materials with the SEC, including a definitive proxy statement. eBay stockholders are urged to read
such materials as and when they become available and before making any voting decision regarding
the plan amendments, because they will contain important information about the proposal to be voted
on by stockholders referenced in this posting.
eBay stockholders and option holders will be able to obtain the written materials described above
and other documents filed by eBay with the SEC free of charge from the SECs website at
www.sec.gov. In addition, stockholders and option holders may obtain free copies of the documents
filed by eBay with the SEC by directing a written request to: eBay Inc. 2145 Hamilton Avenue, San
Jose, California 95125, Attention: Investor Relations.