Electronic Arts 2007 Annual Report Download - page 19

Required Vote and Board of Directors’ Recommendation
In accordance with our bylaws, if 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
in a director election, or if such stockholder has withdrawn all such nominations by the tenth day preceding
the date on which we first mail our notice of meeting to stockholders, then the election of directors will be
considered “uncontested”. We did not receive notice from a stockholder indicating an intention to nominate
one or more candidates for election at the 2007 Annual Meeting, therefore the 2007 election will be
uncontested. As such, each nominee must 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. Shares represented by your proxy will be voted by
the proxy holders “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.
In accordance with our Corporate Governance Guidelines, the Board expects a 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.
The Board shall nominate for election or re-election as director only candidates who have previously tendered
or, in the case of candidates who have not yet become members of the Board, have agreed to tender promptly
following the annual meeting at which they are elected or re-elected as director, irrevocable resignations that
will be effective upon (i) a failure to receive the required majority vote at the next annual or special meeting
at which they face re-election in an uncontested election, and (ii) Board acceptance of such resignation. In
addition, the Board shall fill director vacancies and new directorships only with candidates who agree to
tender, promptly following their appointment to the Board, the same form of irrevocable resignation tendered
by other directors in accordance with these guidelines.
If an incumbent director fails to receive the required majority vote in an uncontested election, 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.
The Board recommends a vote FOR each of the nominees.
Director Biographies
Each of the following directors, other than Mr. Asher, has been nominated for election or re-election at the
2007 Annual Meeting.
M. Richard Asher
Director since 1984; retiring at the 2007 Annual Meeting
Mr. Asher, age 75, is presently an attorney, a consultant, and an affiliate professor with Florida Atlantic
University. He was a senior executive officer and CEO in the music and record business with CBS, Warner
Brothers and PolyGram Records for over 25 years. Mr. Asher is a director of several private companies and
previously served as a director for a number of public companies.
Leonard S. Coleman
Director since 2001
Mr. Coleman, age 58, served as Senior Advisor to Major League Baseball from 1999 until 2005 and, from
2001 to 2002, was the Chairman of ARENACO, a subsidiary of Yankees/Nets. Mr. Coleman was President of
The National League of Professional Baseball Clubs from 1994 to 1999, having previously served since 1992
as Executive Director, Market Development of Major League Baseball. Mr. Coleman serves on the Board of
Directors of the following public companies: Avis Budget Group; Churchill Downs Inc.; H.J. Heinz
Corporation; and Omnicom Group Inc.
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