| 1a | Elect Fred D. Anderson | Withhold |
| 1b | Elect Edward W. Barnholt | Withhold |
| 1c | Elect Scott D. Cook | Withhold |
| 1d | Elect John J. Donahoe | For |
| 2 | Advisory vote on executive compensation | Oppose |
| 3 | To approve the amendment and restatement of the 2008 Equity Incentive Award Plan | Oppose |
| 4 | Appoint the auditors | For |
| 5 | Shareholder Resolution: Stockholder action by written consent without a meeting, if properly presented before the meeting. | For |
| 6 | Shareholder Resolution: Engage an investment banking firm to effectuate a spin-off of our Payments segment (referred to as PayPal) into a separately traded company | Oppose |
