eBay rejects board nominees; Icahn fumes

In a preliminary proxy statement filed with the SEC, eBay urged shareholders to ignore the activist investor's handpicked nominees, claiming that Daniel Ninivaggi and Jonathan Christodoro are "not qualified" to replace any of the board's current members.

Thanks, but no thanks.


eBay flatly rejected Carl Icahn's persistent pleas to replace directors Marc Andreessen and Scott Cook , urging shareholders to re-elect both as well as CEO John Donahoe and fellow director Fred Anderson in a preliminary proxy statement filed with the SEC on Monday.

Icahn, who had offered up Icahn Enterprises LP employees Daniel Ninivaggi and Jonathan Christodoro as his preferred replacements, didn't take the news so well, lashing out in yet another open letter to shareholders railing against the e-commerce giant's refusal to spin off its PayPal unit and what he considers the "premature" and undervalued sale of Skype for $1.9 billion in 2009 to group of investors including Andreessen's venture capital firm Andreessen Horowitz.

"I believe that all stockholders must consider whether Donahoe is either incompetent or negligent or, perhaps even worse, was simply taking the easy path of bowing to the wishes of a respected and powerful board member," he wrote in the open letter. "At any rate, this failure cost eBay stockholders over $4 billion."

Richard Schlosberg, an independent director and chairman of eBay's corporate governance and nominating committee, said that after "serious consideration" it became clear that Icahn's nominees weren't palatable for a couple of important reasons.

"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," Schlosberg said in the preliminary proxy statement. "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 has yet to set a date for its annual shareholder meeting, but it's expected to take place sometime in mid-April, leaving plenty of time for both sides to continue their ever-escalating war of words .

Donahoe has repeatedly stated that the company isn't going to spin off PayPal , but Icahn isn't budging.

"eBay and PayPal should immediately be separated," he wrote. "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."