Electronic Arts 2006 Annual Report Download - page 14

COMMONLY ASKED QUESTIONS AND ANSWERS
Why am I receiving this proxy statement and proxy card?
This proxy statement describes proposals on which you, as a stockholder, are being asked to vote. It also
gives you information on these proposals, as well as other information so that you can make an informed
decision. You are invited to attend the Annual Meeting to vote on the proposals, but you do not need to
attend in person in order to vote. You may, instead, follow the instructions below to vote by mail using the
enclosed proxy card, or to vote by telephone or over the Internet. By doing so, you are giving a proxy
appointing Lawrence F. Probst III (the Company's Chief Executive OÇcer) and Warren C. Jenson (the
Company's Chief Financial and Administrative OÇcer) to vote your shares at the meeting as you have
instructed. If a proposal comes up for vote at the meeting that is not on the proxy card, or if you do not
indicate an instruction, Mr. Probst and Mr. Jenson will vote your shares according to their best judgment.
Even if you currently plan to attend the meeting, it is a good idea to complete and return your proxy card,
or vote by telephone or on the Internet, before the meeting date just in case your plans change.
Who can vote at the Annual Meeting?
Stockholders who owned common stock on June 6, 2006 may attend and vote at the Annual Meeting.
Each share of common stock is entitled to one vote. There were 306,158,333 shares of common stock
outstanding on June 6, 2006.
What am I voting on?
We are asking you to:
‚ Elect nine directors;
‚ Approve a program to permit eligible employees to voluntarily exchange signiÑcantly ""underwater''
stock options for a lesser number of shares of restricted stock or restricted stock units to be granted
under the 2000 Equity Incentive Plan (the ""Exchange Program'');
‚ Approve amendments to the 2000 Equity Incentive Plan to (a) increase by 11 million shares the
limit on the total number of shares underlying awards of restricted stock and restricted stock units
that may be granted under the Equity Plan Ì from 4 million to 15 million shares, and (b) if the
Exchange Program is approved by stockholders, to limit the number of shares subject to options
surrendered and cancelled in the Exchange Program that will be available for issuance under the
Equity Plan to a total of 7 million plus the number of shares necessary for the issuance of the
restricted stock rights to be granted in connection with the Exchange Program;
‚ Approve an amendment to the 2000 Employee Stock Purchase Plan to increase by 1.5 million the
number of shares of common stock reserved for issuance under the Purchase Plan; and
‚ Ratify the appointment of KPMG LLP as our independent auditors for Ñscal 2007.
How do I vote?
You may vote by mail.
Complete, date, sign and mail the enclosed proxy card in the postage pre-paid envelope provided. If
you mark your voting instructions on the proxy card, your shares will be voted as you instruct.
If you do not mark your voting instructions on the proxy card, your shares will be voted:
‚for the election of the nine nominees for director;
‚for approval of the Exchange Program;
‚for the proposed amendments to the 2000 Equity Incentive Plan;
‚for the proposed amendment to the 2000 Employee Stock Purchase Plan; and
‚for ratiÑcation of the appointment of KPMG LLP as our independent auditors for Ñscal 2007.
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