Electronic Arts 2005 Annual Report Download - page 16

How will my shares be voted if they are held in ""street name''?
If your shares are held in ""street name'', you should have received voting instructions with these materials
from your broker or other nominee. We urge you to instruct your broker or other nominee how to vote your
shares by following those instructions. If you do not give your broker or nominee instructions as to how to vote
your shares, they may be voted only on matters for which the broker or nominee has discretionary authority
under applicable rules. These ""broker non-votes'' will be counted for purposes of determining whether a
quorum is present but will not be counted for any purpose with respect to Proposals 2 and 3.
How are votes counted?
In the election of Directors, you may vote either ""for'' each nominee or withhold your vote. You may vote
""for'', ""against'' or ""abstain'' on each of the other proposals. Abstentions, although counted for purposes of
determining whether a quorum is present, will not be counted for any other purpose with respect to
Proposals 2, 3 and 4.
If you sign and return your proxy without voting instructions, your shares will be counted as a ""for'' vote in
favor of each nominee and in favor of each other proposal.
How many votes must the nominees have to be elected as Directors?
The nine nominees receiving the highest number of ""for'' votes will be elected as Directors. This number is
called a plurality.
What happens if one or more of the nominees is unable to stand for re-election?
The Board may reduce the number of Directors or select a substitute nominee. In the latter case, if you have
completed and returned your proxy card, Lawrence F. Probst III and Warren C. Jenson shall have the
discretion to vote your shares for a substitute nominee. They cannot vote for more than nine nominees.
How many votes are required to pass the amendments to the 2000 Equity Plan and 2000 Purchase Plan,
and to ratify the Company's selection of auditors?
The Equity Plan and Purchase Plan amendments and the ratiÑcation of auditors must receive a ""for'' vote of a
majority of the voting shares present at the meeting in person or by proxy and voting on these proposals.
Where do I Ñnd the voting results of the meeting?
We will announce preliminary voting results at the meeting. We will publish the Ñnal results in our quarterly
report on Form 10-Q for the second quarter of Ñscal 2006. We will Ñle that report with the Securities and
Exchange Commission, and you can request a copy by contacting our Investor Relations department at
[phone] or the SEC at (800) SEC-0330 for the location of its nearest public reference room. You can
also get a copy on the Internet at http://investor.ea.com or through the SEC's electronic data system called
EDGAR at www.sec.gov.
Why are you amending the Equity Plan?
First, we are amending the Equity Plan to increase, by 10 million, the number of shares available for issuance.
We want to ensure that the Equity Plan includes enough shares for employees, oÇcers and Directors to be
appropriately compensated under the Equity Plan going forward. We believe it is essential to be able to grant
equity incentives to new and existing employees, oÇcers and Directors in order to recruit, retain and motivate
key talent and to drive our performance.
Second, we are amending the Equity Plan to authorize the issuance of awards of stock appreciation rights in
addition to awards of stock options, restricted stock and restricted stock units. We believe that our ability to
employ diÅerent forms of equity incentives is important, and stock appreciation rights provide an additional
method of providing equity incentives to our employees.
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