eBay Inc. (EBAY) Earnings Call Transcript & Summary

Good morning, and welcome to the eBay Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Joe Billante. Please go ahead.

Good morning. I'm Joe Billante, VP of Communications and Investor Relations at eBay. Thank you for joining us, and welcome to eBay Inc.'s 2020 Annual Meeting of Stockholders. This will be the first time we are conducting our annual meeting virtually. We hope that this provides a cost-effective, environmentally-friendly and efficient way to provide access for all of our stockholders and allow participation with ease. We hope it also supports the well-being of our stockholders and employees in light of the COVID-19 pandemic. There will be 2 parts to today's meeting. First, we will convene the official stockholders' meeting. Second, management will provide an update, which will be followed by a 10-minute question-and-answer session. In order to ensure that the business in proceeds in an orderly fashion, we ask that you follow the meeting rules, which are available on the meeting website. Available to answer questions today are Paul Pressler, Board member and incoming Chair of the Board; Jamie Iannone, President and CEO; and myself. You may submit questions via the text box on your screen in accordance with the rules of conduct. Time permitting, we will answer any proper questions as described in more detail in the rules of conduct. Stockholders as of May 11, 2020, may vote online during this virtual meeting. After logging in using your control number, click the Vote Here button on your screen. The polls are open for voting on all matters to be presented at this annual meeting. The polls will be closed after we complete the formal business of this meeting. If you experience technical difficulties during the meeting, please call the technical support number posted on the meeting log-in page. I'd like to caution you that our remarks today may include forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed. More information about potential factors that could affect the company's business and financial results is included in the company's SEC filings, including the company's annual report on Form 10-K available on the virtual meeting website and its quarterly reports on Form 10-Q. Please also note that in providing responses to your questions, we may discuss some non-GAAP financial measures in talking about the company's performance. In accordance with SEC rules, we have provided a detailed explanation and reconciliation of any non-GAAP financial measures in the 10-K. I will now turn the meeting over to Paul Pressler, Board member and incoming Chair of the Board of Directors of EBay Inc. Paul?

Thank you, Joe. Good morning, and welcome to the 2020 Annual Meeting of Stockholders of eBay. I'm Paul Pressler, Board member and incoming Chair of the Board, and I will be acting as the Chair of this Annual Meeting. Before I call the annual meeting to order, I'd like to recognize the other members of the Board of Directors. They are Jamie Iannone, who is also our President and Chief Executive Officer; Fred Anderson; Tony Bates, Adriane Brown, Jesse Cohn, Diana Farrell, Logan Green, Bonnie Hammer, Katie Mitic, Matt Murphy, Pierre Omidyar, Bob Swan, Tom Tierney and Perry Traquina. In addition to Mr. Iannone, the members of the management team of the company in attendance who will present today are Marie O. Huber, our Senior Vice President, Legal Affairs, General Counsel and Secretary; and Joe Billante, our Vice President, Communications and Investor Relations. Other members of eBay's executive leadership team are also in attendance at today's meeting. I would also like to recognize Mark McCaffrey of PricewaterhouseCoopers LLP, the company's independent auditor, who is available to respond to appropriate questions. Before we proceed with the formal business of the meeting, on behalf of the Board, I'd like to take a moment to recognize the contributions of Tom Tierney and Fred Anderson. As we announced in the proxy statement, Tom and Fred will retire from our Board at the end of this meeting. Each of them joined Board in 2003 and have made great contributions to our success through several transformations as a company. We thank them for their service. We now turn to the formal part of our meeting. The annual meeting will now officially come to order. We will proceed with the formal business of the annual meeting as set forth in our notice of annual meeting and proxy statement. A copy of the rules of conduct for this annual meeting is available through a link on the virtual meeting web page. To conduct an orderly annual meeting, we require that participants comply with the rules of conduct. I will now ask the secretary to deliver her report on this year's annual meeting. Marie?

Thank you, Paul. A complete list of the stockholders of record of the company's common stock on May 11, 2020, the record date for this annual meeting, is available through a link on the virtual meeting web page. I also have an affidavit from Broadridge Financial Solutions, Inc. establishing that notice of the annual meeting was duly given to stockholders of record as of the close of business on May 11, 2020. The affidavit of mailing and notice will be filed with the records of this annual meeting. Broadridge Investor Communications Solutions, Inc. has been appointed to act as the inspector of election at this annual meeting. Broadridge has taken and subscribed to the customary oath of office to execute its duties with strict impartiality. We will file this oath with the records of this annual meeting. I will now report on the existence of a quorum. I've been informed by the inspector of elections that 602,187,169 of the 702,678,700 shares of common stock outstanding on the record date of May 11, 2020, which represents 85.7% of the total number of outstanding shares, are represented by webcast or by proxy at today's virtual meeting. I hereby declare a quorum present, and this annual Meeting is ready for official business as set forth in the notice of Annual Meeting of Stockholders. Mr. Pressler, we can proceed with the formal business of the meeting.

Thank you, Marie. I hereby declare this annual meeting to be duly constituted for the transaction of all business. Before we begin, I would like to remind you that stockholders as of May 11, 2020, may vote online during this virtual meeting. After logging in using your control member, click the Vote Here button on your screen. The polls are open and will close after we complete the formal business of this meeting. If you have voted previously and do not wish to change your vote, your vote will be cast as previously instructed and no further action is required. Since the company was not notified by any stockholder of their intention to present any other business at this annual meeting in accordance with the company's bylaws, there are only 4 proposals to be considered by stockholders at this annual meeting. The first item of business today is the election of 13 directors named in our proxy statement to serve until our 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The 13 director nominees are, Anthony J. Bates, Adriane M. Brown, Jesse A. Cohn, Diana Farrell, Logan D. Green, Bonnie F. Hammer, Jamie Iannone, Kathleen C. Mitic, Matthew J. Murphy, Pierre M. Omidyar, Paul S. Pressler, Robert H. Swan and Perry M. Traquina. As described in the proxy statement, the Board recommends that stockholders vote in favor of each of the 13 directors. Second item of business today is the ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditors of the company for the fiscal year ending December 31, 2020. As described in the proxy statement, the Board recommends that stockholders vote in favor of this proposal. The third item of business today is to approve, on an advisory basis, named executive officer compensation. As described in the proxy statement, the Board recommends that stockholders vote in favor of this proposal. The fourth and final item of business today is the consideration of a stockholder proposal from John Chevedden requesting that the Board take the steps to permit stockholders to take action by written consent. The stockholder who made the proposal now has 4 minutes to speak. I will now ask the operator to unmute the person's line.

This is John Chevedden. Can you hear me okay?

Yes. We can, John.

Okay. Proposal 4, Adopt a Mainstream Shareholder Right Written Consent. Our shareholders request that our Board of Directors take the steps necessary to permit written consent by shareholders entitled to cast a minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. Written consent is a means shareholders can elect new directors between annual meetings. This proposal topic won an outstanding 47% support at the 2017 eBay annual meeting even though it was not a fair contest in 2017. eBay management used shareholder money to distribute unnecessary glossy advertisements with 18 graphics to shareholders asking shareholders to vote for management's negative party line on this proposal in 2017, and eBay management is repeating this same unfair playbook again today. The 2020 graphics even emphasize a purported pay-for-performance standard to eBay after Devin Wenig collected $57 million in return for leaving eBay. There is even a headline that said eBay's former CEO is getting off too easy in its ugly cyberstalking scandal. Another headline said blogger couple were sent live spiders after criticizing eBay during Devin Wenig's tenure. Management clearly does not want shareholders to make a decision on this proposal in a fair contest, yet management has the gall to put a heading in the proxy title valuing shareholder perspectives. The only shareholder perspective that eBay management values are those perspectives that already agree with management. By staging an unfair contest on this proposal, management stunningly rejects shareholder democracy. And as a consequence, Kathleen Mitic the Chair of the Governance Committee, deserves a vote of rejection by shareholders today. And shareholders have just recently seen the thin skin that management has to criticism. Six recent employees of eBay were criminally charged last week with playing a series of cruel pranks on a middle-aged couple who published critical reviews of eBay, and the U.S. attorney's office is investigating whether eBay targeted other critics with harassment campaigns. Please vote yes to enable eBay shareholders to elect new directors between annual meetings and save the expense and distraction of a special shareholder meeting. Written Consent Proposal 4, please vote yes.

Thank you. The Board recommends a vote against the stockholder proposal for the reasons set forth in the proxy statement, and thank you for sharing your views about the recent charges. I plan to address that in just a few moments. That concludes the presentation of proposals for this annual meeting. The secretary will now state preliminary voting results. Marie?

The preliminary report of the inspector of election covering the proposals presented at this annual meeting is as follows. Each of the company's director nominees has been duly elected by stockholders. The ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors of the company for the fiscal year ending December 31, 2020, has been approved. Named executive officer compensation has been approved on an advisory basis. The stockholder proposal on written consent has not been approved. The final voting results will be published in a current report on Form 8-K that we expect to file with the Securities and Exchange Commission within 4 business days of this annual meeting. Mr. Pressler, the floor is yours.

Thank you, Marie. That concludes the formal business of the annual meeting. This annual meeting is now adjourned. I want to thank our shareholders for their participation in considering the items on the agenda this year. Before I turn the discussion over to our new CEO, Jamie Iannone, I want to address the recent indictment against several former employees. Let me make it clear at the outset. The behavior of these former employees is unacceptable. It is not representative of eBay's culture or our thousands of employees around the world. All of us were shocked and deeply disturbed by these events. Jamie has personally reached out to the impacted couple to apologize on behalf of all of us. U.S. attorney's office has commended eBay for the actions we took when learning of these allegations and the support and assistance we provided to their investigation. Our work does not stop there. We are committed to ensure that nothing like this happens again. As we move forward, the Board, Jamie and the full leadership team will continue to take action to ensure that eBay's high standards of conduct and ethics are met at every level of the organization. I'll now turn the meeting over to Jamie, after which, we will have time for Q&A. Jamie?

Thank you, Paul, and thank you, Marie. I'd like to start by congratulating Paul and welcoming him as our incoming Chair of the Board. I also want to thank Tom and Fred for their years of service at eBay and many contributions to this great company, and thank you to our shareholders for joining us today. It's my great honor to be here with you and to lead this incredible company. Some of you may know me, but for those of you who don't, I spent about 8 years at eBay back in the early 2000s. I came back because there's something truly magical about our marketplace. eBay has been an amazing success story with incredible assets, robust organic traffic and a long-standing customer relationships around the globe. We are a strong community who cares deeply about the company and our stakeholders. Particularly given our sense of community, I was saddened and troubled by the events last year that led to the recently announced indictments of several former employees. What happened to the 2 individuals who were targeted is awful. And as Paul mentioned, I've apologized directly to them on behalf of the company. As I think about what eBay means to me and so many others, I can say, without a doubt, the actions of the former employees do not represent who we are and the thousands of eBay employees who are committed every day to living our values of openness, honesty, respect and integrity. I've been speaking with our employees and members of our seller community to hear their perspectives. Many share our shock and disappointment. The events from last year never should have happened, yet it gives us a chance to reflect, to reset and to act. As CEO, I'm responsible for making sure our words have meaning and match how we work with customers and partners and with each other at eBay. Integrity is the foundation of how I work, and as CEO, I will hold our leadership team and all employees to this same standard. Now let me turn to the business. While it's too soon for me to provide a complete deep dive assessment on the business, I will say that I've been encouraged by eBay's progress over the past several months when it comes to refocusing the business on what it has historically done best: connecting buyers and sellers This is where we win, and this is where we need to focus. I love eBay because we are a truly purpose-driven company. And that purpose is to build a better, more sustainable form of commerce that empowers people and creates opportunity for everyone, all of which leads to stronger communities and greater economic stability. I think our purpose is more relevant now than ever before. We are seeing small and large businesses alike struggling to keep their doors open in this environment, and we play a critical role in the lives of the small business sellers, entrepreneurs and major brands that connect with our customers on our marketplace. At the end of the day, connected commerce is both local and global, online and off-line. Big and small players can succeed with each other, not in spite of each other, trading competition that's less winner-takes-all and more take all to win. Today's customers, employees and community expect more from the brands they support, especially in trying times. We hear them and are committed to listening, learning and acting to help make sure eBay remains a force for good. We are stepping up and have taken several measures to support our community. The global economy has been disrupted by the COVID-19 pandemic, which we will continue to have far-reaching effects on our world. Our top priority has been and will remain the safety and well-being of our employees and customers. We are fortunate to have a resilient business that can help in times like this. We've deployed more than $100 million to support our employees, customers and communities around the world. The eBay Foundation has donated nearly $50 million to support COVID-19 relief efforts worldwide. The additional funding round is the largest in the foundation's history, tripling our grantmaking from all of 2019. In the U.S., eBay for Charity offered to match up to $1 million in funds raised through buying and selling on our platform. These efforts come in a vital time for our communities and small businesses that is adversely impacted by the pandemic. As you know, communities of color are being disproportionately affected by COVID-19 in the U.S. And for too long, the Black community, in particular, has endured a terrible legacy of racism and violence, often by those who have sworn to protect them. We want our Black community members, customers and employees to know that we stand by them and that their lives matter. With that spirit, we've deployed donations totaling more than $1.3 million to the NAACP Legal Defense Fund and the Equal Justice Initiative to support the efforts of these 2 organizations to combat systemic racism and injustice. With our purpose firmly in mind, we'll continue supporting the empowerment of the Black community. That's who we have always been, and it's who we will always be. We continue to improve the end-to-end experience in key categories through 2019, which will scale across the marketplace. For sellers, we've expanded seller tools and capabilities. On the buyer experience, we saw increased purchase conversion through improvements in search that were powered by growth in structured data. Our revenue growth initiatives continued to deliver. Managed payments continued to gain momentum as buyers are getting more choice and a seamless checkout. Sellers saved money on a simpler experience that offers quick and flexible ways to get paid. And advertising revenue growth continued as improved efficiency drives a better customer experience. Financial highlights at the close of 2019 were $85.5 billion in GMV, $9.7 billion in revenue, 174 million active buyers and $5.5 billion of capital returned to shareholders, inclusive of share buybacks and cash dividends paid. Obviously, our world has changed since these results were posted, as was reflected in our recent guidance. eBay remains an incredible, purpose-driven company that creates economic opportunity for people all around the world. We have a powerful brand, a distributed and scalable seller base, a strong balance sheet, stable cash flows, low capital intensity and disciplined management. I believe we have the strength and flexibility to adapt to any economic environment, and I look forward to sharing more details around my long-term vision in July. With that, I'll turn it back to Joe, who will facilitate our Q&A session. Joe?

Thanks, Jamie. We will now proceed to answer submitted questions. We will try to answer as many as possible in the 10 minutes set aside for the question-and-answer session. Only appropriate questions relevant to eBay's business will be addressed in accordance with the rules of conduct. If we do not get to your question, please reach out to us through the contact form at investors.ebayinc.com. And the first question is about our liquidity position, what is our liquidity position. The eBay business in the model is a very cash flow positive model and has been historically. Currently, the company has a very healthy liquidity position. You can see our most recent financial statements in our 10-Q and 10-K. But overall, with the business performing in line with expectation in recent quarters, the company generates significant amount of cash. And in recent times, as COVID-19 has impacted the business, as we recently communicated in our mid-quarter update in our last earnings release, extra volume generally helps the business both in revenue and income as well as in cash generation. And so overall, the company is very healthy when it comes to liquidity. Second question we have from a shareholder is related, and it's a question about the dividend and how safe is the dividend. So just as a reminder, the company initiated its first dividend in the first quarter of 2019 at $0.14 a share per quarter for each shareholder. Coming into 2020, we increased that dividend to $0.16 a share, 14% increase. We continue to pay that each quarter for shareholders as of the date of record. And as we provided guidance previously in our earnings release calls, we plan to continue that dividend going forward in 2020. So we feel very good and safe with the dividend. And given the recent strong performance of the business, I'd say that management continues to have high confidence in paying that dividend. We have another question here about work from home. And maybe, Jamie, I'm going to pass this one to you. But the question is about how many of our employees are working from home, and maybe if you want to talk a little bit about that dynamic, what that's meant for the company.

Yes. Nearly all of our employees can work from home. Joe. In line with local state and national health agencies and guidelines, we quickly shifted all of our global employees to work from home, providing them the necessary equipment, training and resources for our thousands of employees, including our frontline hourly employees at our contact centers in the U.S. and in Ireland. What we're seeing now is slowly in certain regions, like in our business in China, our office in China, employees are returning back to their offices. We also provided extra guidance for employees and resources of things like the benefits and leadership vendors to support them specifically with their safety and their health. As a company, we're committed to ensuring that no alternative workforce or contract services staff members are financially impacted and that we can equip them to work from home. We have also adjusted our policies for our hourly workforce so they can prioritize their health and well-being in the event of illness and seek medical treatments or self-quarantine by ensuring no pay interruptions, doctor's note requirements or schedule occurrences. So I want to thank all of our eBay employees for how they've leaned in and helped and also our seller community, which has also really stepped up in this time of need for our customers.

Great. Thank you. And then our next question comes from a -- someone describing a couple of different situations but broadly talking about seller protections, particularly from shipping delays and any issues, whether, in the past or in light of COVID-19. Anything -- Jamie, I think best for you to take, anything you want to talk about there for seller protection.

Yes. Well, first, I want to thank our seller community because I think through this pandemic, they've really stepped up and are helping our buyers throughout the world get the stuff they need, keeping their own businesses safe. In terms of what we've done to really help our sellers, soon after the shelter-in-place mandates, eBay offered to defer fees for hundreds of thousands of eBay sellers to support their cash flow needs. We provided eBay store subscribers with up to 100,000 extra listings for free and implemented additional protections for seller performance standards. For small businesses worldwide, we've built on the work of retail revival and inviting brick-and-mortar retailers to open their businesses on eBay with efforts like always open in Australia, up and running in the U.S., open for business in the U.K., we are open for business in Germany and always opened in Israel. Through these programs, we've offered free listings and store subscriptions to first-time sellers and mentors to help them get started. Finally, I'd say in our Classifieds business, we proactively removed the auto dealer fees in April, which helped dealerships at that time period, especially those dealerships in Europe that were impacted.

Great. Thank you, Jamie. At this point, there are no further questions, so we will now conclude the question-and-answer portion of our meeting. eBay Inc.'s 2020 Annual Meeting of Stockholders is now completed. Thank you for joining us today.

The conference has now concluded. Thank you for attending today's presentation.