Electronic Arts 2008 Annual Report Download - page 61

financial interest in VGH resulting from his interest in the entity that controlled Elevation Partners, L.P. and
his interest in a limited partner of Elevation Partners, L.P. Elevation Partners, L.P. was a significant stockholder
of VGH. As a result of the acquisition, Mr. Riccitiello’s financial returns related to these interests, including
returns of deemed capital contributions, have been $2.4 million to date (some of which Mr. Riccitiello could
be required to return depending on the performance of the Elevation entities), and could be up to an additional
$1.6 million plus any interest or other amounts earned thereon. This amount could be reduced, however, by a
variety of factors, including investment losses of Elevation, if any, as well as certain expenses of Elevation that
could offset partnership profits. Upon his separation from Elevation Partners, L.P., Mr. Riccitiello ceased to
have any further control or influence over these factors.
From the commencement of negotiations with VGH, at the direction of EA’s Board of Directors, EA’s Audit
Committee engaged directly with EA management (independently from Mr. Riccitiello) to analyze and
consider the potential benefits, risks and material terms of the acquisition. EA’s Board of Directors approved
the acquisition after reviewing with EA’s management and members of the Audit Committee the terms of the
acquisition and the potential benefits and risks thereof, as well as Mr. Riccitiello’s personal financial interest
in VGH and the acquisition. Mr. Riccitiello recused himself from the Board of Directors meeting during the
Board’s deliberation of the acquisition and he did not vote on the acquisition.
In addition, we have engaged, and expect to continue to engage, in what we consider to be arm’s-length
commercial dealings with Nokia primarily related to our EA Mobile business. Mr. Simonson, a member of our
Board of Directors, is the Chief Financial Officer of Nokia. To date, these transactions have not been material
to us or Nokia. We do not believe that Mr. Simonson has a material direct or indirect interest in any of our
commercial dealings with Nokia and therefore do not consider them to be “related person transactions” within
the meaning of applicable SEC rules. Our Board of Directors considered our dealings with Nokia in reaching
its determination that Mr. Simonson is an independent director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
From April 1, 2007 (the beginning of fiscal 2008) through July 26, 2007, the Compensation Committee
consisted of M. Richard Asher, Linda J. Srere and Leonard S. Coleman, Jr.; from July 27, 2007 through
March 31, 2008 (the end of fiscal 2008), the Compensation Committee consisted of Ms. Srere, Mr. Coleman
and Richard Simonson. None of these individuals is an employee or current or former officer of EA. No EA
officer serves or has served since the beginning of fiscal 2008 as a member of the board of directors or the
compensation committee of a company at which a member of EA’s Compensation Committee is an employee
or officer.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires EA’s directors and executive officers, and
persons who own more than ten percent of a registered class of EA’s equity securities, to file reports of
ownership and changes in ownership of common stock and other equity securities of EA. We have adopted
procedures to assist EA’s directors and officers in complying with these requirements, which include assisting
officers and directors in preparing forms for filing.
To EA’s knowledge, based solely upon review of such reports furnished to us and written representations that
no other reports were required, we believe that during the fiscal year ended March 31, 2008, all Section 16(a)
filing requirements applicable to our officers, directors and greater-than-ten-percent stockholders were
complied with on a timely basis.
STOCKHOLDER PROPOSALS FOR 2009 ANNUAL MEETING
If you would like us to consider a proposal to be included in our 2009 proxy statement and proxy card, you
must deliver it to the Company’s Corporate Secretary at our principal executive office no later than
February 17, 2009.
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