Electronic Arts 2005 Annual Report Download - page 22

‚ broad training and signiÑcant leadership experience in business, entertainment, technology, Ñnance,
corporate governance, public interest or other disciplines relevant to the long-term success of EA;
‚ the ability to gain an in-depth understanding of EA's business; and
‚ a willingness to represent the best interests of all EA stockholders and objectively appraise manage-
ment's performance.
In determining whether to recommend a Director for re-election, the Nominating and Governance Committee
will also consider the Director's tenure on the Board, past attendance at meetings, participation in and
contributions to the activities of the Board, the Director's continued independence (including any actual,
potential or perceived conÖicts of interest), as well as the Director's age and changes in his or her principal
occupation or professional status.
The Nominating and Governance Committee believes that the continuing service of qualiÑed incumbent
Directors promotes stability and continuity on the Board of Directors, contributing to the Board's ability to
work eÅectively as a collective body, while providing EA with the beneÑts of familiarity and insight into EA's
aÅairs that its Directors have developed over the course of their service. Accordingly, consistent with past EA
practice, the Nominating and Governance Committee will Ñrst consider recommending incumbent Directors
who wish to continue to serve on the Board for re-election at EA's annual meeting of stockholders.
In situations where the Nominating and Governance Committee determines not to recommend an incumbent
Director for re-election, an incumbent Director declines to stand for re-election, or a vacancy arises on the
Board for any reason (including the resignation, retirement, removal, death or disability of an incumbent
director or a decision of the Directors to expand the size of the Board), the Committee will commence a
search for new Director nominees. While the Nominating and Governance Committee may, in its discretion,
use a variety of means to identify potential nominees for Director, it will generally direct EA's senior executive
oÇcer in charge of human resources to develop a list of potential nominees meeting the Board's general
membership criteria discussed above. The Nominating and Governance Committee may also use third-party
resources, including qualiÑed search Ñrms. EA has in the past engaged, and may continue in the future to
engage, third-party search Ñrms to assist with the identiÑcation and evaluation of potential candidates for
Director. The Nominating and Governance Committee may consider potential nominees identiÑed by other
sources, including current Directors, senior management and stockholders. In determining whether to
recommend a candidate to the Board of Directors, the Nominating and Governance Committee will consider
the current composition and capabilities of current Directors, as well as any additional qualities or capabilities
considered necessary or desirable in light of the existing or anticipated needs of the Board.
The Nominating and Governance Committee will evaluate candidates proposed by stockholders under criteria
similar to the evaluation of other candidates, except that it may also consider as one of the factors in its
evaluation, the amount of EA voting stock held by the stockholder and the length of time the stockholder has
held such stock. Stockholders wishing to submit candidates for consideration by the Nominating and
Governance Committee may do so by writing to EA's Corporate Secretary at 209 Redwood Shores Parkway,
Redwood City, CA 94065, Attn: Director Nominations. To be considered by the Nominating and Governance
Committee in connection with EA's annual meeting of stockholders, recommendations must be submitted in
writing to EA not less than 120 calendar days prior to the anniversary of the date on which EA's proxy
statement was released to stockholders in connection with the previous year's annual meeting (on or about
February 28, 2006 for our 2006 Annual Meeting of Stockholders). Recommendations should include: (1) the
stockholder's name, address and telephone number; (2) the amount and nature of record and/or beneÑcial
ownership of EA securities held by the stockholder; (3) the name, age, business address, educational
background, current principal occupation or employment, and principal occupation or employment for the
preceding Ñve full Ñscal years of the proposed candidate; (4) a description of the qualiÑcations and
background of the proposed candidate that addresses the minimum qualiÑcations and other criteria for Board
membership approved by the Board from time to time and set forth in EA's Corporate Governance
Guidelines; (5) the amount and nature of record and/or beneÑcial ownership of EA securities held by the
proposed candidate, if any; (6) a description of all arrangements or understandings between the stockholder
and the proposed candidate relating to the proposed candidate's candidacy; (7) a statement as to whether the
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