Electronic Arts 2009 Annual Report Download - page 35

Proxy Statement
PROPOSAL 4. AMENDMENT TO THE 2000 EMPLOYEE STOCK PURCHASE PLAN
The 2000 Employee Stock Purchase Plan, which initially was approved by the stockholders on July 27, 2000,
provides our employees with a convenient means of purchasing equity in the Company through payroll
deductions. It also provides an incentive for continued employment. Since its adoption, 9,800,000 shares of
common stock have been reserved for issuance under the Purchase Plan. The Purchase Plan is intended to qualify
as a “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended, for
participants residing in the United States.
Since the adoption of the Purchase Plan, we have experienced significant growth in the number of employees
who elect to participate in the Purchase Plan. The following table presents information since the beginning of
fiscal 2007 relating to the aggregate number of shares purchased under the Purchase Plan, as well as the number
of employees who have participated in the Purchase Plan.
Shares Purchased
Pursuant to the
Purchase Plan
No. of
Employees
Participating
as of the Last
Purchase Date
in Fiscal Year
Fiscal 2007 ....................................................... 705,188 4,255
Fiscal 2008 ....................................................... 892,130 4,342
Fiscal 2009 ....................................................... 1,322,892 4,494
Fiscal 2010 ....................................................... (1) 4,548(2)
(1) Fiscal 2010 purchases under the 2000 Purchase Plan will be made in August 2009 and February 2010.
(2) Represents estimated number of participants in the 2000 Purchase Plan as of May 15, 2009. Participants have
the right to withdraw from the 2000 Purchase Plan at any time prior to a purchase date. The number of
participants may increase or decrease prior to February 2010, the last purchase date in fiscal 2010.
We are proposing an amendment to the 2000 Employee Stock Purchase Plan that would:
•Increase the number of shares authorized under the Purchase Plan by 3,000,000 shares to a total of
12,800,000 shares.
The proposed amendment would increase the number of shares authorized under the Purchase Plan by
3,000,000 to a total of 12,800,000, an amount that we expect will continue to permit all current and potential
future employees to fully participate in the Purchase Plan at least through fiscal 2010. The 3,000,000 shares
that we are requesting this year is double the 1,500,000 shares approved by the stockholders at the 2008
Annual Meeting of Stockholders. Due to the significant decrease in EA’s share price, we expect the number of
shares to be purchased by our employee participants to increase substantially. We believe that the Purchase
Plan plays an important role to incentivize our employees and to encourage equity ownership, which serves to
align their interests with our stockholders.
For more information about the Purchase Plan, we urge you to read the summary of its material terms included as
Appendix B to this proxy statement.
Required Vote and Board of Directors’ Recommendation
Approval of this proposal requires the affirmative vote of a majority of the voting shares present at the meeting in
person or by proxy and voting for or against the proposal.
The Board recommends a vote FOR the amendment to the 2000 Employee Stock Purchase Plan.
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