Electronic Arts 2005 Annual Report Download - page 43

In reliance on the reviews and discussions referred to in this report and in light of its role and responsibilities,
the Audit Committee recommended to the Board of Directors that the audited Ñnancial statements of the
Company for the three years ended March 31, 2005 be included for Ñling with the SEC in the Company's
Annual Report on Form 10-K for the year ended March 31, 2005. The Audit Committee has also approved
the selection of KPMG LLP as the Company's independent auditors for Ñscal 2006.
AUDIT COMMITTEE
M. Richard Asher
Gary M. Kusin
Gregory B. MaÅei (Chairman)
OTHER INFORMATION
CERTAIN TRANSACTIONS
Indebtedness of Management
On June 24, 2002, we hired Warren Jenson as our Chief Financial and Administrative OÇcer and agreed to
loan him $4,000,000, to be forgiven over four years based on his continuing employment. The loan does not
bear interest. On June 24, 2004, pursuant to the terms of the loan agreement, we forgave $2,000,000 of the
loan and provided Mr. Jenson approximately $1.6 million to oÅset the tax implications of the forgiveness. As
of March 31, 2005, the remaining outstanding loan balance was $2,000,000, which will be forgiven on June 24,
2006, provided that Mr. Jenson has not voluntarily resigned his employment with us or been terminated for
cause prior to that time. No additional funds will be provided to oÅset the tax implications of the forgiveness
Proxy Statement
of the remaining two million dollars.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
EA's Compensation Committee is composed of M. Richard Asher, William J. Byron, and Robert W. Pittman,
none of whom is an employee or current or former oÇcer of EA. No EA oÇcer serves or has served since the
beginning of Ñscal 2005 as a member of the board of directors or the compensation committee of a company at
which a member of EA's Compensation Committee is an employee or oÇcer. Timothy J. Mott, an EA
Director, has served as Chairman of All Covered Inc. since June 2000, and served as its Chief Executive
OÇcer from November 2001 until February 2004. Rusty RueÅ, EA's Executive Vice President, Human
Resources and Facilities, serves on the board of directors of All Covered and was a member of its
compensation committee until May 2004.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires EA's Directors and executive oÇcers, and
persons who own more than ten percent of a registered class of EA's equity securities, to Ñle reports of
ownership and changes in ownership of common stock and other equity securities of EA. We have adopted
procedures to assist EA's Directors and oÇcers in complying with these requirements, which include assisting
oÇcers and Directors in preparing forms for Ñling.
To EA's knowledge, based solely upon review of such reports furnished to us and written representations that
no other reports were required, we believe that during the Ñscal year ended March 31, 2005, all Section 16(a)
Ñling requirements applicable to our oÇcers, Directors and greater-than-ten-percent stockholders were
complied with on a timely basis.
STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING
If you would like us to consider a proposal to be included in our 2006 proxy statement and proxy card, you
must deliver it to the Company's Corporate Secretary at our principal executive oÇce no later than
February 24, 2006.
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