Electronic Arts 2007 Annual Report Download - page 18

PROPOSALS TO BE VOTED ON
PROPOSAL 1. ELECTION OF DIRECTORS
At the Annual Meeting, stockholders will elect nine directors to hold office for a one-year term until the next
Annual Meeting (or until their respective successors are elected and qualified). All nominees have consented
to serve a one-year term, if elected.
John S. Riccitiello was appointed as a director on April 2, 2007 and is standing for election to our Board of
Directors for the first time. Mr. Riccitiello was appointed to the Board in connection with his selection as our
Chief Executive Officer following a process led by Lawrence F. Probst III, our Chairman of the Board and
former Chief Executive Officer, and Gary M. Kusin, our Lead Director. At the time of Mr. Riccitiello’s
appointment to the Board, the authorized size of our Board was temporarily increased from nine to ten
directors. In May 2007, M. Richard Asher announced his retirement from the Board, effective as of the
commencement of the 2007 Annual Meeting, and therefore will not be standing for re-election. Accordingly,
immediately upon Mr. Asher’s retirement at the commencement of the 2007 Annual Meeting, the authorized
size of our Board will be reduced back to nine directors.
The Board has nominated the following directors to stand for re-election or, in the case of Mr. Riccitiello,
election this year:
• Leonard S. Coleman
• Gary M. Kusin
• Gregory B. Maffei
• Timothy Mott
• Vivek Paul
• Lawrence F. Probst III
• John S. Riccitiello
• Richard A. Simonson
• Linda J. Srere
Additional Information Regarding the Board of Directors’ Nomination of Timothy Mott
At our 2006 Annual Meeting of Stockholders, Mr. Mott was re-elected with approximately 70.4% of the votes
cast “for” him and the remaining votes cast as “withheld”. We believe the disproportionate number of votes
withheld from Mr. Mott was primarily the result of the “withhold” recommendation he received from a proxy
voting advisory service. Mr. Mott was a co-founder of Electronic Arts and served as an officer of the company
until becoming a member of our Board of Directors in 1990. Mr. Mott has not been employed by, nor has he
had any operating involvement with, Electronic Arts since 1990. Mr. Mott meets all of the requirements for an
independent director under the NASDAQ Marketplace Rules, and our Board of Directors has determined him
to be an “independent director”.
Our Nominating and Governance Committee considered the number of withhold votes received by Mr. Mott at
the 2006 Annual Meeting as part of its decision to recommend that Mr. Mott be nominated for re-election at
the 2007 Annual Meeting. The Nominating and Governance Committee believed that the proxy voting
advisory service’s withhold recommendation failed to take into account relevant facts and is not in the best
interests of the company or of our stockholders. Mr. Mott has made significant contributions to our Board of
Directors during his tenure as a director, has a deep understanding of our industry, brings valuable experience
to our Board, and continues to be an objective, engaged and active member of both the Board and the
Nominating and Governance Committee. Our Board believes that his re-election is in the best interests of our
company and our stockholders.
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Proxy Statement