Electronic Arts 2009 Annual Report Download - page 12

How are votes counted?
You may vote “for”, “against” or “abstain” on each of the proposals. Abstentions, although counted for purposes
of determining whether a quorum is present, will not be counted for any other purpose. If you sign and return
your proxy without voting instructions, your shares will be counted as a “for” vote in favor of each nominee and
in favor of each of the other proposals.
How many votes must the nominees have to be elected as directors?
In an uncontested election (i.e., an election in which 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), EA’s bylaws require each nominee to 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. Since we did not receive notice from any
stockholder indicating an intention to nominate one or more candidates for election at the 2009 Annual Meeting
and as the deadlines for providing such notice have passed, the 2009 election will be uncontested.
In accordance with our Corporate Governance Guidelines, the Board expects an incumbent director to tender his
or her resignation if he or she fails to receive the required number of votes for election or re-election in an
uncontested election. In such an event, 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.
Shares represented by your proxy will be voted by EA’s management “for” the election of the ten 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.
What happens if one or more of the nominees is unable to stand for election?
The Board may reduce the number of directors or select a substitute nominee. In the latter case, if you have
completed and returned your proxy card, Mr. Riccitiello and Mr. Brown shall have the discretion to vote your
shares for a substitute nominee. They cannot vote for more than ten nominees.
How many votes are required to approve the employee stock option exchange program, to pass the
amendments to the 2000 Equity Plan and 2000 Purchase Plan, and to ratify the Company’s selection of
independent auditors?
The Employee Stock Option Exchange Program, Equity Plan and Purchase Plan amendments, 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 SEC. 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.
Who will pay for this proxy solicitation?
We will bear the costs of soliciting proxies from our stockholders. These costs include preparing, assembling,
printing, mailing and distributing the Notices, proxy statements, proxy cards and annual reports. If you choose to
access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may
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