Electronic Arts 2011 Annual Report Download - page 12

How many shares must be present to hold the meeting?
To hold the meeting and conduct business, a majority of EA’s outstanding voting shares as of June 6, 2011 must
be present or represented by proxies at the meeting. On this date, a total of 331,345,938 shares of common stock
were outstanding and entitled to vote. Shares representing a majority, or 165,672,970 shares, of these votes must
be present. This is called a quorum.
Shares are counted as present at the meeting if:
• They are voted in person at the meeting, or
• The stockholder has voted via the Internet, by telephone or properly submitted a proxy card.
How are votes counted?
You may vote “for”, “against” or “abstain” on each of the proposals (other than the proposal regarding the
frequency of holding future advisory votes on named executive compensation). A share voted “abstain” with
respect to any proposal is considered as present and entitled to vote with respect to that proposal, but is not
considered a vote cast with respect to that proposal. Therefore, an abstention will not have any effect on the
election of directors. Because each of the other proposals (other than the proposal regarding the frequency of
holding future advisory votes on named executive compensation) requires the affirmative vote of the holders of a
majority of the shares present and entitled to vote on each such proposal in order to pass, abstentions could
prevent the approval of these other proposals because they do not count as affirmative votes. With respect to the
proposal regarding the frequency of holding future advisory votes on executive compensation, an “abstain” vote
will have no effect. If you sign and return your proxy without voting instructions, your shares will be voted as
recommended by the Board.
What is the effect of a “broker non-vote” on the proposals to be voted on at the 2011 Annual Meeting?
If your shares are not registered in your name and you do not provide your broker, bank or other nominee with
voting instructions, your shares may constitute “broker non-votes.” Broker non-votes occur on a matter when a
broker is not permitted to vote on that matter without instructions from the beneficial owners and instructions are
not given. These matters are referred to as “non-routine” matters. All of the matters scheduled to be voted on at
the 2011 Annual Meeting are “non-routine,” except for the proposal to ratify the appointment of KPMG LLP as
our independent auditors for fiscal 2012. In tabulating the voting results for any particular proposal, shares that
constitute broker non-votes are not considered votes cast on that proposal. Thus, broker non-votes will not affect
the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained. If your shares are
held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker or other
nominee as to how you wish your shares to be voted.
How many votes must the nominees have to be elected as directors?
In an uncontested election, 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 are not aware of any
intention by any stockholder to nominate one or more candidates to compete with the Board’s nominees for
election at the 2011 Annual Meeting, the 2011 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.
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