Electronic Arts 2009 Annual Report Download - page 19

Proxy Statement
• the ability to gain an in-depth understanding of EA’s business; and
• a willingness to represent the best interests of all EA stockholders and objectively appraise management’s
performance.
In determining whether to recommend a director for re-election, the Nominating and Governance Committee will
also consider the director’s tenure on the Board, past attendance at meetings, participation in and contributions to
the activities of the Board, the director’s continued independence (including any actual, potential or perceived
conflicts of interest), as well as the director’s age and changes in his or her principal occupation or professional
status. The Nominating and Governance Committee believes that the continuing service of qualified incumbent
directors promotes stability and continuity on the Board of Directors, contributing to the Board’s ability to work
effectively as a collective body, while providing EA with the benefits of familiarity and insight into EA’s affairs
that its directors have developed over the course of their service. Accordingly, consistent with past EA practice,
the Nominating and Governance Committee will first consider recommending incumbent directors who wish to
continue to serve on the Board for re-election at EA’s annual meeting of stockholders.
The Nominating and Governance Committee regularly seeks qualified candidates to serve as directors,
particularly so in situations where it determines not to recommend an incumbent director for re-election, an
incumbent director declines to stand for re-election, or a vacancy arises on the Board for any reason (including
the resignation, retirement, removal, death or disability of an incumbent director or a decision of the directors to
expand the size of the Board). The Nominating and Governance Committee may, in its discretion, use a variety
of means to identify and evaluate potential nominees for director. The Nominating and Governance Committee
has used, and may continue to use, qualified search firms and may also work with members of EA’s Human
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 12, 2010, for our 2010
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 or an audit committee financial expert under the SEC 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.
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