Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 15, 2008, the Board of Directors of eBay Inc. (the "Company") amended and restated the Company's Amended and Restated Bylaws, as amended and restated to date (the "Bylaws"), to, among other things:

• change the plurality vote standard for election of directors to a majority vote standard in uncontested elections of directors and to set forth the mechanics for acceptance of director resignations by a committee of the Board of Directors in the case of failed reelections;

• amend the provisions relating to meetings of the stockholders of the Company to clarify the procedures applicable to and voting standards for actions taken at such meetings and to allow such meetings to take place by remote communication;

• amend the provisions relating to notice requirements to facilitate the giving of and to allow the waiver of notice by electronic transmission and, in the case of notice of special meetings of the Board of Directors, to change the advance notice requirement from 48 to 24 hours if such notice is given by telephone, hand delivery, overnight express courier, facsimile, electronic mail or other electronic transmission;

• provide that (i) a stockholder's notice of nominations of persons for election to the Board of Directors or the proposal of business to be considered by the stockholders at an annual meeting of stockholders must be delivered to the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by the Company, and to make similar changes in the notice period for director nominations at a special meeting of stockholders; and (ii) any such notice regarding a proposed director nominee must include a statement regarding whether such nominee, if elected, would tender a resignation that will become effective upon both (A) the failure to receive the required vote for reelection at the next meeting and (B) acceptance of such resignation by a committee of the Board of Directors;

• amend the provisions governing stock certificates to enable the Board of Directors to issue uncertificated shares, as required by The Nasdaq Stock Market; and

• amend Section 2.3 (regarding the filling of vacancies in the Board of Directors) and Section 10.1 (regarding Bylaws amendments) to conform to the Company's Amended and Restated Certificate of Incorporation.

A copy of the Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing description of the Bylaws is qualified in its entirety by reference to the full text thereof.

---

Top of the Form