San Jose, Calif. – EBay Inc. has reached an agreement with investor Carl Icahn, ending the proxy contest before the company’s upcoming annual meeting of stockholders. Icahn is withdrawing both his proposal to separate the company’s PayPal business and his two nominees to the company’s board of directors.
The company said it has agreed to Icahn’s suggestion to appoint business executive David Dorman as an independent director to its board of directors. This will expand the number of independent directors to 10 on the 12-member board. The other two directors are eBay founder and chairman Pierre Omidyar, the company’s largest shareholder, and company president and CEO John Donahoe.
Dorman, 60, is a founding partner of Centerview Capital Technology and currently chairman of the board of CVS Caremark Corporation. Dorman was a board member of Motorola Inc. beginning in 2006 and served as chairman of the board from 2008 until 2012. After the separation of Motorola Mobility and Motorola Solutions, Dorman became lead independent director of Motorola Solutions. He also serves on the boards of Yum Brands Inc.
Icahn has signed a confidentiality agreement covering any non-public information that directors and certain officers of the company may share with him. In addition, the company agreed not to adopt a policy precluding such persons from speaking to Icahn, and that it would advise them that they may speak to Icahn if they are willing to do so.
“We are very pleased to have reached this agreement with Carl, settling proxy issues and enabling our board and management team to focus our full attention on a goal every shareholder agrees on – growing PayPal and eBay, and delivering sustainable shareholder value,” said Donahoe.