EBay Begs Shareholders to Veto Icahn Board Candidates

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Carl Icahn, Herbalife, Netflix

EBay (NASDAQ:EBAY) has officially recommended that shareholders vote against candidates to the company’s board nominated by new investor Carl Icahn at the upcoming shareholder meeting. Icahn has been publicly battling against eBay CEO John Donahoe and board members Marc Andreessen and Scott Cook since taking a stake in the company in January.

“The Corporate Governance and Nominating Committee gave serious consideration to the two employees of Carl Icahn that he nominated to the Board. After careful review, the Board concluded that they are not qualified candidates based on the criteria that have consistently been applied by the Committee, including in particular that neither nominee has relevant experience or expertise. In addition, neither nominee would comply with the Board’s governance guidelines on overboarding — each is on four public company boards and Mr. Ninavaggi is co-CEO of Federal Mogul,” said eBay’s nominating committee chairman, Richard T. Schlosberg III, in the company’s preliminary proxy statement for the upcoming meeting, which is expected to take place sometime in the spring.

Icahn has been putting out regular letters to eBay shareholders informing them of what he believes to be huge “lapses in corporate governance” and calling for the online payments system PayPal to be spun off from the company in order to maximize shareholder value. “We have found ourselves in many troubling situations over the years, but the complete disregard for accountability at eBay is the most blatant we have ever seen,” Icahn said in the first of several letters.

Icahn takes biggest issue with Andreessen and Cook for holding what he believes to be conflicts of interest that prevent them from acting in the best interest of eBay shareholders. He specifically accuses Andreessen and eBay of cheating shareholders out of the profits Andreessen’s venture capital firm made from the sale of Skype to Microsoft (NASDAQ:MSFT).

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