Electronic Arts 2007 Annual Report Download - page 15

Will my shares be voted if I do not sign and return my proxy card?
If your shares are registered in your name, they will not be voted unless you vote by telephone or on the
Internet, submit your proxy card, or vote in person at the meeting.
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 other purpose with respect to Proposals 2, 3, 4
and 5.
How are votes counted?
You may vote “for”, “against” or “abstain” on each of the proposals. Abstentions, although counted for
purposes of determining whether a quorum is present, will not be counted for any other purpose. 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?
In an uncontested election (i.e., an election in which EA’s Corporate Secretary has not received timely and
proper notice from a stockholder indicating an intention to nominate one or more candidates to compete with
the Board’s nominees), EA’s bylaws require each nominee to receive more votes cast “for” than “against” his
or her election or re-election in order to be elected or re-elected to the Board. We expect that the election to
be held at the 2007 Annual Meeting will be an uncontested election. In the event that the number of nominees
for director exceeds the number of directors to be elected, however, directors will instead be elected by a
plurality of the votes cast, meaning that the persons receiving the highest number of “for” votes, up to the
total number of directors to be elected at the Annual Meeting, will be elected.
In accordance with our Corporate Governance Guidelines, the Board expects an incumbent director to tender
his or her resignation if he or she fails to receive the required number of votes for re-election in an
uncontested election. In such an event, the Nominating and Governance Committee will act on an expedited
basis to determine whether to accept the director’s resignation and will submit such recommendation for
prompt consideration by the Board. The Board expects the director whose resignation is under consideration to
abstain from participating in any decision regarding that resignation. The Nominating and Governance
Committee and the Board may consider any factors they deem relevant in deciding whether to recommend/
accept a director’s resignation. The Board will act on the Nominating and Governance Committee’s
recommendation within 90 days from the date of the certification of election results and will publicly disclose
its decision promptly thereafter.
Shares represented by your proxy will be voted by EA’s management “for” the election of the nine nominees
recommended by EA’s Board of Directors unless you vote against any or all of such nominees or you mark
your proxy to “abstain” from so voting.
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, Mr. Riccitiello and Mr. Jenson shall have the discretion to vote your
shares for a substitute nominee. They cannot vote for more than nine nominees.
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