Electronic Arts 2006 Annual Report Download - page 22

‚ practical wisdom and mature judgment;
‚ 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
management'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. The Nominating and Governance Committee may, in its
discretion, use a variety of means to identify and evaluate potential nominees for director. The Nominating
and Governance Committee has used, and may continue to use, qualiÑed search Ñrms and may also work
with members of EA's Human Resources department to identify potential nominees meeting the Board's
general membership criteria discussed above. The Nominating and Governance Committee may also
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 March 2, 2007 for our 2007 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
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