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eBay rejects Carl Icahn's board nominees as 'inexperienced'

Asks shareholders to vote against new board members and PayPal spin-off idea

PayPal

eBay has rejected both of Carl Icahn's nominees for its board, saying they're not qualified for the job – and has urged its investors to do the same.

The online marketplace said in a pre-annual general meeting filing that it had looked at the candidates proposed by the activist investor, who's agitating to get the firm to spin off PayPal, and found them wanting.

"eBay’s Board does not endorse any Icahn Group nominee and opposes the Icahn Proposal and unanimously recommends that you disregard any proxy card or solicitation materials that may be sent to you by the Icahn Group," the filing said.

Icahn has repeatedly accused the existing eBay board of insufficient corporate governance and conflicts of interest and is recommending that Icahn Enterprises employees Daniel Ninivaggi and Jonathan Christodoro get seats at the top.

But the chairman of eBay's corporate governance and nominating committee Richard Schlosberg said that the board had decided against Icahn's nominees.

"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," he said.

"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."

eBay founder and chairman Pierre Omidyar urged stockholders in a statement to back the company's slated board, including chief exec John Donahoe.

"Fred Anderson, Ned Barnholt, Scott Cook and John Donahoe are proven leaders who have been enormously valuable directors. They demonstrate the caliber of leadership, business experience, insight and expertise that our company needs and that I believe our stockholders expect on our board," he said.

In the filing, the company also asked shareholders to vote against Icahn's proposal that eBay spin of lucrative payments division PayPal, asserting once again that the companies will do better together.

Not to be outdone, or let a day go by without one of his famous open letters, Icahn had his own updated comments on the issue today. The investor accused Donahoe once again of being either "incompetent or negligent" in selling Skype to eBay board member Marc Andreessen's venture capital fund. Icahn has maintained that there's something fishy in eBay selling Skype to the fund, which then made around $4bn a little over a year later when it sold on to Microsoft.

Icahn said that PayPal could "wither" if it stays tied to eBay.

"I believe that if it is left as a division of eBay, PayPal may well go the way of other former technology greats such as Blackberry, Dell, Eastman Kodak, Polaroid, Nintendo, Xerox, Sony, Palm, and AOL – the same way that Motorola Mobility may have gone had we not been able to convince Motorola’s board to bring in a new CEO and separate the companies – ultimately resulting in a sale to Google," he said. ®

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