Electronic Arts 2007 Annual Report Download - page 16

How many votes are required to pass the amendments to the 2000 Equity Plan and 2000 Purchase Plan, the
adoption of the Executive Bonus Plan, and to ratify the Company’s selection of independent auditors?
The Equity Plan and Purchase Plan amendments, the adoption of the Executive Bonus Plan, and the
ratification 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 for or against these proposals. Abstentions and broker non-votes
will have no effect on the outcome of these proposals.
Where do I find the voting results of the meeting?
We will announce preliminary voting results at the meeting. We will also publish the final results in a
quarterly report on Form 10-Q, which we will file with the Securities and Exchange Commission. Once filed,
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 amending the Equity Plan?
We are proposing to amend the Equity Plan to increase by 9 million shares the number of shares available for
issuance. We want to ensure that the Equity Plan includes enough shares for employees, officers and directors
to be appropriately compensated under the Equity Plan going forward. We believe it is essential to be able to
grant equity incentives to new and existing employees, officers and directors in order to recruit, retain and
motivate key talent and to drive our performance.
We are also amending the Equity Plan to decrease the limit on the total number of shares underlying awards
of restricted stock and restricted stock units — from 15 million to 11 million shares. We expect restricted stock
and restricted stock units to remain an important form of equity incentive compensation. Nonetheless, given
our current and anticipated usage of restricted stock and restricted stock units, we believe that the current limit
is higher than necessary. By decreasing the limit to 11 million shares, we will continue to have an adequate
amount of restricted stock and restricted stock units available for issuance and, as a consequence, will be able
to increase the pool of overall shares available to be issued as stock options.
Finally, we are amending the Equity Plan to revise the amount and nature of annual automatic grants to our
non-employee directors by adding restricted stock units and decreasing the size of stock option grants. As
proposed to be amended, non-employee directors will be eligible to automatically receive an option grant to
purchase 17,500 shares and 2,500 restricted stock units issued under the Equity Plan upon their initial
appointment or election to the Board, and each continuing non-employee director will be eligible to
automatically receive an annual option grant to purchase 8,400 shares and 1,200 restricted stock units upon his
or her election or re-election to the Board.
For more information regarding the proposed amendments to the Equity Plan, please see Proposal 2.
Amendments to the 2000 Equity Incentive Plan below.
Why are you amending the Purchase Plan?
We are amending the Purchase Plan to increase the number of shares available for issuance by an additional
1.5 million shares. The Purchase Plan enables our employees to purchase our common stock through payroll
deductions and provides continuing opportunities for our employees to become stockholders. It also provides
an incentive for continued employment. Since the adoption of the Purchase Plan, we have experienced
significant growth in the number of employees who elect to participate in the Purchase Plan. We estimate that
the proposed increase of shares available for issuance under the Purchase Plan will permit all current and
potential future employees to fully participate in the Purchase Plan through at least the end of fiscal 2008, our
current fiscal year.
For more information regarding the proposed amendment to the Purchase Plan, please see Proposal 3.
Amendment to the 2000 Employee Stock Purchase Plan below.
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Proxy Statement