Electronic Arts 2006 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, 3 and 4.
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, 4 and 5.
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 of the other proposals.
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 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 Exchange Program, the amendments to the 2000 Equity Plan and
2000 Purchase Plan, and to ratify the Company's selection of independent auditors?
The Exchange Program, Equity Plan and Purchase Plan amendments and the ratiÑcation of independent
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 also publish the Ñnal results in a
quarterly report on Form 10-Q, which we will Ñle with the Securities and Exchange Commission. Once
Ñled, you can request a copy of the Form 10-Q 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 proposing the Exchange Program?
We are proposing the Exchange Program to:
‚ oÅer a meaningful retention incentive for employees who currently hold stock options with exercise
prices signiÑcantly higher than the current market prices of our Common Stock to remain with the
Company;
‚ to reduce our ""overhang'' of outstanding equity awards; and
‚ to further align our outstanding equity compensation with our philosophy of using a mix of stock
options and other equity-based incentives.
For more information regarding the Exchange Program, please see Proposal 2. Approval of the Exchange
Program below.
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