Electronic Arts 2007 Annual Report Download - page 24

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 identified
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 of the Board 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
February 21, 2008, for our 2008 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 beneficial
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 five full fiscal years of the proposed candidate; (4) a description of the qualifications and
background of the proposed candidate that addresses the minimum qualifications 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 record and/or beneficial ownership of EA securities held by the proposed
candidate, if any; (6) a description of all arrangements or understandings between the stockholder and the
proposed candidate relating to the proposed candidate’s candidacy; (7) a statement as to whether the proposed
candidate would be considered an independent director under applicable NASDAQ Marketplace Rules; (8) the
consent of the proposed candidate (a) to be named in the proxy statement relating to EA’s annual meeting of
stockholders, and (b) to serve as a director if elected at such annual meeting; and (9) any other information
regarding the proposed candidate that may be required to be included in a proxy statement by applicable SEC
rules. The Nominating and Governance Committee may request any additional information reasonably
necessary to assist it in assessing a proposed candidate.
Corporate Governance Guidelines
Our Board of Directors has adopted, upon the recommendation of the Nominating and Governance Committee,
a formal set of Corporate Governance Guidelines. A complete copy of the Corporate Governance Guidelines is
available in the Investor Relations portion of our website at http://investor.ea.com. Our Corporate Governance
Guidelines contain policies relating to:
• Board membership and independence criteria;
• Election of directors;
• Director resignations;
• Executive sessions of independent directors led by a Lead Director;
• Authority to hire outside advisors;
• Director orientation and education;
• Board and Committee self-evaluations;
• Attendance at annual meetings of stockholders;
• Stock ownership guidelines for our directors and executive officers;
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Proxy Statement